Carl D. Sparks
COPARTAbout Carl D. Sparks
Independent director at Copart since 2021 (age 58). He is Managing Partner of Interlock Partners (since Oct 2020), and previously served as CEO of Academic Partnerships (2016–2017) and CEO of Travelocity Global (2011–2014). Earlier roles include President at Gilt Groupe (2009–2011), CMO of Expedia.com with additional senior roles at Expedia (2004–2009), and prior strategy consulting leadership at BCG; he also serves on the boards of Waste Connections (NYSE: WCN) and Cint AB (STO: CINT). He holds an MBA from Harvard and a BSE in Mechanical & Aerospace Engineering from Princeton, and currently serves on Copart’s Audit and Nominating, Governance & Sustainability (NGS) Committees as an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Academic Partnerships | Chief Executive Officer | 2016–2017 | EdTech operator; led online degree enablement for public universities |
| Travelocity Global | Chief Executive Officer | 2011–2014 | Led global online travel marketplace |
| Gilt Groupe | President | 2009–2011 | Scaled digital retail operations |
| Expedia.com (Expedia, Inc.) | Chief Marketing Officer; other senior roles | 2004–2009 | Growth and brand leadership in online travel |
| Boston Consulting Group | Strategy consulting leadership | Earlier career | Strategic transformation (London, Boston) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Interlock Partners | Managing Partner | Oct 2020–Present | Early-stage VC, transformative investments |
| Waste Connections (NYSE: WCN) | Director | Current | Copart interlock with director Cherylyn Harley LeBon, who also serves on WCN’s board |
| Cint AB (STO: CINT) | Director | Current | Public company board experience in data/insights tech |
Board Governance
- Committee assignments: Audit Committee member (5 meetings in FY2025) and NGS Committee member (4 meetings in FY2025) .
- Independence: Determined independent under Nasdaq rules; the board has a majority of independent directors .
- Attendance: Board held 5 meetings in FY2025; each director attended at least 75% of board and applicable committee meetings .
- Lead independent director: Daniel J. Englander; role expanded to include agenda approval, executive sessions, CEO evaluation, and liaison duties .
- Ownership policy: External Director Equity Ownership Policy requires directors to hold ≥3x the cash portion of annual director compensation before selling; all directors are in compliance .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging Copart securities (board granted a pledging waiver only to the Chairman) .
Fixed Compensation
| Component | Amount/Policy | FY2025 Outcome for Sparks |
|---|---|---|
| Annual cash retainer | $57,500 cash retainer for all non-employee directors | Included in fees |
| Committee fees | $10,000 per committee; $20,000 if serving as committee chair | Two committees (Audit, NGS) → $20,000; total fees earned $77,500 |
| Other cash/fees | Meeting fees not used; reasonable expenses reimbursed | None disclosed beyond retainer/committee fees |
- FY2025 Director compensation (Sparks): $77,500 cash; $250,000 in option awards (grant-date fair value); total $327,500 .
Performance Compensation
| Equity Element | Grant Mechanics | FY2024 Annual Meeting Grant Terms | Notes |
|---|---|---|---|
| Stock options (annual grant) | Annual option with “value” of $250,000; exercise price at fair market value on grant date; 7-year term; vests 1/12 monthly over 12 months; accelerates on change in control | Exercise price $62.08 (Dec 6, 2024 meeting/grant) | Option-focused design aligns with stockholder outcomes; directors don’t receive RSUs under the program |
- Aggregate options outstanding (Sparks) as of July 31, 2025: 145,861 shares underlying options .
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap |
|---|---|---|
| Waste Connections (NYSE: WCN) | Director | Interlock: CPRT director Cherylyn Harley LeBon also serves on WCN’s board |
| Cint AB (STO: CINT) | Director | None disclosed |
Note: No related-party transactions involving Sparks are listed in Copart’s Related Person Transactions section; disclosed related-party items involved Adair’s brother and Meeks’ daughter (employees) .
Expertise & Qualifications
- Investment management/technology/operator background across online marketplaces, travel, digital commerce, and marketing analytics; public company board experience; finance/accounting exposure (as listed in Copart biography “Key attributes”) .
- Educational credentials: MBA (Harvard), BSE Mechanical & Aerospace Engineering (Princeton) .
- Committee relevance: Technology and operational risk understanding on Audit; governance and sustainability oversight within NGS .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership | 145,861 shares beneficially owned; marked as under 1% of outstanding |
| Nature of holdings | Represents options exercisable within 60 days of Oct 10, 2025 |
| Shares outstanding base | 967,834,374 shares outstanding as of Oct 10, 2025 |
| Ownership policy status | Directors in full compliance with ≥3x cash compensation ownership policy |
| Hedging/pledging | Hedging and pledging prohibited for directors (no waiver disclosed for Sparks) |
Governance Assessment
- Alignment and independence: Independent, serves on two key committees (Audit; NGS), and meets attendance expectations, reinforcing governance oversight and independence standards .
- Incentive alignment: Director pay is option-heavy with exercise at market, 7-year term, and monthly vesting; coupled with a strict ownership guideline (≥3x cash compensation) and anti-hedging rules, this supports long-term alignment with shareholders .
- Interlocks: Sparks and director LeBon both serve on Waste Connections’ board—an interlock that can enhance information flow, though no related-party transactions with WCN are disclosed at Copart .
- Conflicts/related-party: No Sparks-specific related-party transactions or delinquent Section 16 filings disclosed; the proxy’s related-party section lists other individuals only .
- Investor sentiment context: Copart’s most recent say-on-pay support was ~95% at the 2024 annual meeting, reflecting broad shareholder support for compensation practices (context for governance environment) .
RED FLAGS to monitor:
- Board interlock at Waste Connections (Sparks and LeBon). Not a disclosed conflict, but worth monitoring for potential perceived entrenchment or cross-board influence .
- Company-level exception to anti-pledging policy was granted to the Chairman (not Sparks), indicating policy flexibility at the founder level; still, no waiver disclosed for Sparks .
- Option-only director equity can accentuate market sensitivity; however, terms are at-market with time-based vesting and CIC acceleration, which mitigates repricing risk .