Copart, Inc. has disclosed a significant compensation arrangement for its Chief Executive Officer, A. Jayson Adair. On October 14, 2026, the company's board of directors approved the grant of a nonstatutory stock option to purchase 20,000,000 shares of Copart common stock.
The award was granted outside of the company's standard 2007 Equity Incentive Plan. The option is subject to approval by stockholders at the 2026 Annual Meeting of Stockholders or a special meeting following that event. If stockholder approval is not secured, the entire option will be forfeited.
The option is divided into four tranches with distinct exercise prices: 5,000,000 shares at $26.27 per share, 5,000,000 shares at $35.03 per share, 5,000,000 shares at $43.78 per share, and 5,000,000 shares at $52.54 per share. The option has a 10-year term and is intended to serve as Mr. Adair's only substantive cash or equity compensation for the 10-year period following the grant date.
Under the terms of the agreement, Mr. Adair is expected to receive an annual salary of $1 and will not receive a bonus or additional equity awards during this decade-long period. The option will become exercisable on the 5th anniversary of the grant date, provided Mr. Adair remains the CEO.
The award includes specific vesting conditions regarding termination and change of control. If the CEO's service terminates due to death or disability, the portion of the option where the average closing sales price exceeds the exercise price will vest, and clawback provisions will be waived. Upon a change in control of the company, unvested portions of the option where the change of control price exceeds the exercise price will vest immediately prior to the event.
The option is subject to a service-based clawback policy, where 10% of the shares are subject to forfeiture for each year of the 10-year term following Mr. Adair's termination of service. Additionally, shares received upon exercise are subject to a holding period through the 10-year term of the award.
