The board of directors approved a nonstatutory stock option award to Chief Executive Officer A. Jayson Adair on October 14, 2026. The option allows the purchase of 20 million shares divided into four tranches with exercise prices ranging from $26.27 to $52.54 per share. Vesting occurs on the fifth anniversary subject to continued service, and the award is contingent upon stockholder approval at the upcoming annual meeting. If approved, this option serves as Mr. Adair's only substantive compensation for ten years, alongside a nominal salary of $1 annually. The agreement includes clawback provisions and holding periods tied to the award's term. Copart operates in the vehicle remarketing industry, providing online auction services for salvage and used vehicles.
