Copart Grants CEO 10-Year, 20 Million Share Stock Option as Primary Compensation

Copart announced that on October 14, 2026, its Board of Directors granted CEO A. Jayson Adair a nonstatutory stock option to purchase 20 million shares of the company's common stock. This grant, which is subject to stockholder approval, is intended to serve as Mr. Adair's only substantive compensation for the next 10 years, during which he will receive an annual salary of $1 and is not expected to receive bonuses or other equity awards.

Key Details

• Award: The option is for 20,000,000 shares, divided into four tranches of 5 million shares each with exercise prices of $26.27, $35.03, $43.78, and $52.54.
• Vesting & Term: The option has a 10-year term and will vest entirely on the 5th anniversary of the grant date (October 14, 2031), subject to Mr. Adair's continued service as CEO.
• Contingency & Conditions: The grant is contingent on stockholder approval and will be forfeited if not approved. Vested shares are subject to a service-based clawback provision and a holding period through the 10-year term of the award.