A. Jayson Adair
COPARTAbout A. Jayson Adair
A. Jayson Adair, age 56, is Copart’s Executive Chairman (since April 2024) and a director since 1992; he previously served as CEO (2010–2022) and Co-CEO (2022–2024) . Copart’s long-term performance under the founder-led model is strong: cumulative TSR was $194.45 for the four-year period ending FY2025 (above peer TSR $135.38) . FY2025 results: revenue up 9.7% to $4.6B, operating income up 7.9% to $1.7B, net income up 13.9% to $1.5B . Management emphasizes ownership alignment via large, front-end-loaded option awards and minimal cash compensation for founders, with Adair refusing all compensation since June 2020 other than a $1 salary and approved perquisites .
Multi-year financial performance
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($USD) | 2,692,511,000 * | 3,500,921,000 * | 3,869,518,000 * | 4,236,823,000 * | 4,646,958,000 * |
| Operating Income ($USD) | 1,136,426,000 * | 1,374,997,000 * | 1,486,569,000 * | 1,573,223,000* | 1,752,714,000* |
| Net Income ($USD) | 936,495,000 * | 1,090,130,000 * | 1,237,741,000 * | 1,363,020,000 * | 1,552,449,000 * |
| EBITDA ($USD) | 1,248,826,000* | 1,503,797,000* | 1,638,869,000* | 1,754,323,000* | 1,955,514,000* |
| Values with asterisk retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Copart | Executive Chairman | Apr 2024–present | Founder-led oversight; advises CEO on strategic initiatives |
| Copart | Co-Chief Executive Officer | Apr 2022–Apr 2024 | Succession bridge; continued growth execution |
| Copart | Chief Executive Officer | Feb 2010–Apr 2022 | Scaled global online auction platform; strong TSR |
| Copart | President | Nov 1996–Feb 2010 | Operational expansion across sites and technology platform |
| Copart | Executive Vice President | 1995–1996 | Sales/operations leadership |
| Copart | VP Sales & Operations | 1990–1995 | Commercial growth |
| Copart | Manager of Operations | 1989–1990 | Operations foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed in proxy materials | — | — |
| Not disclosed in biographical section of the 2025 proxy . |
Fixed Compensation
| Element | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1 | 1 | 1 |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive ($) | — | — | — |
| All Other Compensation ($) | 384,575 | 845,411 | 432,171 |
| Total ($) | 384,576 | 845,412 | 432,172 |
Perquisites detail FY2025: personal use of corporate aircraft ($349,638), company-owned automobiles ($58,692), medical/dental/vision benefits ($23,481) . Adair is also required to use corporate aircraft for personal and business travel for security purposes, per corporate aircraft personal use policy (Authorized Leader) .
Performance Compensation
Copart’s founder compensation philosophy emphasizes large, front-end-loaded option awards tied to long-term shareholder returns; Adair refused new awards since June 2020 and all cash incentives, taking only a $1 salary plus approved perquisites .
| Award | Grant Date | Size | Exercise Price | Expiration | Performance Condition | Vesting |
|---|---|---|---|---|---|---|
| Stock Options | Jun 12, 2020 | 4,000,000 | $21.26 | Jun 12, 2030 | Exercise gated until stock ≥125% of exercise price ($26.58) both at exercise and for trailing 20 consecutive trading days | Fully vested on time-based schedule; performance hurdle governs exercisability |
No RSUs or cash bonus metrics apply to Adair; the company’s annual bonus plan metrics (operating income and personal goals) apply to other NEOs, not Adair .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 30,561,732 shares (3.14% of outstanding 967,834,374 shares as of Oct 10, 2025) |
| Ownership Breakdown | Trusts, family trusts, LP interests, foundation; plus 4,000,000 options counted as exercisable within 60 days of Oct 10, 2025 (subject to performance condition) |
| Options (Exercisable/Unexercisable) | 4,000,000 exercisable; 0 unexercisable (time-vesting) |
| Pledging/Hedging | Company prohibits hedging and pledging; exception granted only to Chairman Willis Johnson (up to 20% of his shares). No waiver disclosed for Adair |
| Ownership Guidelines | Executive officer policy prohibits selling unless holdings ≥3x cash salary; company reports full compliance |
Security ownership policy fosters alignment and restricts sales; Adair’s large founder stake and option exposure magnify sensitivity to long-term TSR .
Employment Terms
| Term | Provision |
|---|---|
| Employment Status | At-will; written employment agreements exist for CEO and CFO only (not Adair) |
| Severance | No individual severance terms disclosed for Adair; CEO/CFO severance equals 50% of base salary upon involuntary termination/good reason |
| Change-of-Control (Equity) | Company plan does not accelerate options on change-of-control unless not assumed by successor; then full vesting and exercise right applies to all employees including NEOs |
| Clawback | Executive compensation clawback adopted Sept 2023 per SEC/Nasdaq rules; covers incentive comp tied to financial reporting measures (including stock price/TSR) |
| Insider Trading/Anti-Hedging | Prohibits hedging/derivatives and pledging; strict trading window controls |
| Aircraft Use | Adair required to use corporate aircraft for personal and business travel for security purposes; personal use imputed income policy applies |
Board Governance
- Role and tenure: Executive Chairman; director since 1992; founder; son-in-law of Chairman Willis J. Johnson (family relationship) .
- Independence and committees: Adair is an executive, non-independent director and does not serve on Audit, Compensation, or Nominating/Governance/Sustainability committees .
- Board leadership: Separate CEO (Jeffrey Liaw) and Chairman (Willis J. Johnson); Lead Independent Director (Daniel J. Englander) with expanded responsibilities including executive sessions and CEO performance evaluation .
- Attendance: The Board held five meetings in FY2025; each director attended ≥75% of Board and committee meetings during their service period .
- Director pay: Adair and CEO receive no additional director compensation; outside directors receive $57,500 cash retainer (+$10,000 per committee; +$20,000 for chairs) and annual options valued at $250,000 (7-year term; monthly vest over 12 months; full vest on change-of-control) .
Compensation Structure Analysis
- Mix and risk: Adair’s compensation is entirely equity-driven (historical options) with no cash bonuses or new grants since June 2020, aligning realized pay with shareholder returns; the 2020 award includes a premium exercise hurdle of 125% of strike to address “performance-based” concerns .
- Governance controls: No option repricing, discounting, or reloading; no tax gross-up on change-of-control; robust ownership/anti-hedging policies .
- Bonus metrics (company program): For other NEOs, annual bonuses are 60% tied to operating income and 40% to individual goals; FY2025 payout was ~99–100% of target based on $1.7B operating income and full personal goal attainment (context for firm-wide pay-for-performance structure) .
Related Party Transactions and Disclosures
- Family employment: Brett Adair (brother of A. Jayson Adair) employed in non-executive role; FY2025 comp $410,905 (salary $250,405; bonus $160,000; $500/month auto allowance) .
- Section 16(a): One late Form 4 filing for Adair regarding certain gift transfers (due Jan 8, 2025; filed Oct 16, 2025) .
Say-on-Pay & Peer Group
- Say-on-pay: 2024 advisory vote approved ~95% in favor .
- Peer group: Compensation consultant Compensia assisted in updating executive peer group (used for CFO in FY2025) spanning marketplace platforms within specified revenue and market cap ranges .
Investment Implications
- Alignment: Adair’s $1 salary and refusal of new grants since 2020, combined with substantial founder ownership and premium-hurdle options, indicate high alignment with long-term TSR; selling constraints, anti-hedging, and clawback reinforce governance .
- Retention and succession: Executive Chairman role formalizes ongoing strategic influence; CEO/Chairman separation and a strong Lead Independent Director mitigate dual-role risks; family relationship (son-in-law to Chairman) is a governance consideration but balanced by majority independent board and committee independence .
- Trading signals: The 2020 4M-option hurdle at $26.58 exercise threshold and long-dated expiry (2030) tie realizable value to sustained price performance; watch for any Section 16 activity or related-party changes (prior late gift filing noted) .
- Performance backdrop: Multi-year trends in revenue, operating income, and net income remain strong; cumulative TSR outperformed peer group over the last four years, supporting pay-versus-performance narratives .
References in brackets are document citations.