Cherylyn Harley LeBon
COPARTAbout Cherylyn Harley LeBon
Independent director of Copart (CPRT) since 2021; age 59. Partner and Chair, Government Contracts at Cohen Seglias Pallas Greenhall & Furman (since April 2025); prior partner roles at Womble Bond Dickinson (US) LLP (2023–2025) and Dunlap, Bennett & Ludwig (2020–2023). Former founder/CEO of KLAR Strategies and senior U.S. government roles at SBA and U.S. Senate Judiciary Committee; earlier international transactions specialist at Mannesmann. J.D. University of Wisconsin; B.A. Canisius College; fluent in German and Spanish .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohen Seglias Pallas Greenhall & Furman | Partner and Chair, Government Contracts | Apr 2025–present | Government contracts leadership; legal expertise |
| Womble Bond Dickinson (US) LLP | Partner (Corporate/Government Contracts), Washington DC | 2023–2025 | Corporate securities and government contracts practice |
| Dunlap, Bennett & Ludwig | Partner (Corporate/Government Contracts) | 2020–2023 | Corporate and government contracts practice |
| KLAR Strategies | President & CEO (founder) | ~10 years (prior to 2020) | Business strategy leadership |
| U.S. Small Business Administration | Assistant Administrator; Deputy Chief of Staff; Deputy Director of Field Operations | Prior to private practice | Senior federal executive roles |
| U.S. Senate Judiciary Committee | Senior Counsel | Prior to SBA roles | Judicial nominations; civil/human rights; DOJ oversight |
| Mannesmann Corporation | International Transaction Specialist | Prior to government service | Cross-border transactions |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Waste Connections, Inc. (NYSE: WCN) | Director | Shared external board with CPRT director Carl D. Sparks (network interlock) |
Board Governance
- Independence: Determined independent under Nasdaq rules (Sept 2025 review) .
- Committee assignments (FY2025): Compensation Committee member; Nominating, Governance & Sustainability Committee member; not on Audit .
- Committee meetings (FY2025): Compensation 5; Nominating, Governance & Sustainability 4; all members independent .
- Attendance (FY2025): Each director attended ≥75% of Board and applicable committee meetings .
- Interlocks/Related Parties: Compensation Committee disclosed no SEC-defined interlocking relationships and no Item 404 related party relationships in FY2025 .
- Lead Independent Director: Role expanded (Daniel J. Englander) to preside executive sessions and lead CEO evaluation—supports board effectiveness .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) | Source |
|---|---|---|---|---|
| 2025 | 57,500 | 20,000 | 77,500 | Director cash program terms and individual totals |
| 2024 | 57,500 | 20,000 | 77,500 | Director cash program terms and individual totals |
Notes:
- Program mechanics: $57,500 annual cash retainer; $10,000 per committee; $20,000 if serving as committee chair (LeBon not a chair) .
- Her FY2025 total cash equals $57,500 + $10,000×2 committees = $77,500 .
Performance Compensation
| Grant Date | Instrument | Grant Date Fair Value ($) | Exercise Price ($/sh) | Vesting | Term | Change-in-Control Treatment |
|---|---|---|---|---|---|---|
| Dec 6, 2024 (2024 annual mtg) | Stock Options | 250,000 | 62.08 | 1/12 monthly from grant; continued service required | 7 years | Director options fully vest upon change in control (service through change) |
| Dec 8, 2023 (2023 annual mtg) | Stock Options | 250,000 | 47.39 | 1/12 monthly from grant; continued service required | 7 years | Same program terms |
Program features:
- Annual outside director equity awards are options sized to $250,000 Black-Scholes value at grant; fair market value exercise price on grant date; monthly vesting; 7-year term; full acceleration on change in control .
- Copart emphasizes director equity via stock options to link realized compensation to shareholder returns (no value if price falls below strike) .
Other Directorships & Interlocks
| CPRT Director | External Board | Interlock Type |
|---|---|---|
| Cherylyn Harley LeBon | Waste Connections (WCN) | Shared external board with CPRT director Carl D. Sparks (information-network interlock; not an SEC compensation interlock) |
Expertise & Qualifications
- Legal expert/attorney; specialized finance and accounting expertise; government service experience; other public company director experience .
- Languages: German and Spanish .
- Education: J.D. (University of Wisconsin); B.A. (Canisius College) .
Equity Ownership
| Item | Detail |
|---|---|
| Options exercisable within 60 days after Oct 10, 2025 | 145,861 shares |
| Aggregate options outstanding (FY2025 year-end) | 145,861 shares |
| Director equity ownership policy | Directors cannot sell unless holdings (including vested options) ≥ 3× cash portion of annual director compensation; each director in full compliance |
| Hedging/derivatives & pledging | Prohibited for directors; Board granted pledging waiver only to Chairman Willis Johnson (up to 20% of his shares); no waiver indicated for LeBon |
Shareholder Support
| Vote Item (Dec 6, 2024 Annual Meeting) | Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Election of Cherylyn Harley LeBon | 796,176,182 | 30,141,834 | 459,839 | 51,278,627 |
Director Compensation (Totals)
| Fiscal Year | Fees Earned/Paid in Cash ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 77,500 | 250,000 | — | 327,500 |
| 2024 | 77,500 | 250,000 | — | 327,500 |
Governance Assessment
- Strengths: Independent status; dual service on Compensation and Nominating/Governance/Sustainability committees; ≥75% attendance; strong shareholder support for re-election; director equity tied to stock performance; robust anti-hedging/anti-pledging policy; director ownership guidelines with stated full compliance .
- Conflicts/Interlocks: No SEC-defined compensation committee interlocks or Item 404 related party transactions in FY2025; note shared external board with Carl D. Sparks at WCN (network interlock); monitor for information flow and potential perceived alignment, though not an SEC interlock .
- Pay mix and alignment: Equity-heavy via options ($250k annual) plus modest cash ($77.5k), aligning director incentives with TSR—options only have value if shareholders gain; change-in-control full vesting is standard but warrants monitoring for takeover scenarios .
- RED FLAGS: None disclosed specific to LeBon; company-wide pledging waiver granted only to founder Willis Johnson (not LeBon); no attendance or compensation anomalies noted .