Daniel J. Englander
COPARTAbout Daniel J. Englander
Independent director at Copart since 2006, age 56, serving as Lead Independent Director and Chair of the Compensation Committee. Englander is Managing Partner of Ursula Capital Partners (founded May 2004) and previously a Managing Director at Allen & Company (investment banking, Sept 2002–Jan 2004). He holds a B.A. from Yale University. Core credentials include investment management, specialized finance/accounting, land acquisition/development, and public company board experience .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Allen & Company (merchant bank) | Investment banker; Managing Director | Oct 1994–Jan 2004; MD Sept 2002–Jan 2004 | Capital markets and corporate finance expertise |
| Ambassadors International | Director | 2009–May 2011 | Cruise operator board experience |
| Healthways, Inc. | Director | Portion of 2014 | Well-being services; governance exposure |
| Copart | Lead Independent Director | Current | Expanded responsibilities incl. CEO evaluation, executive sessions, schedule approval, special meeting calls |
| Copart | Compensation Committee Chair | Current; FY2025 meetings: 5 | Oversees exec/director comp policies; grants; consultant oversight |
| Copart | Nominating, Governance & Sustainability Committee member | Current; FY2025 meetings: 4 | Governance standards, board composition, ESG oversight, annual evaluations |
External Roles
| Company | Role | Tenure/Start | Committees/Role |
|---|---|---|---|
| CKX Lands, Inc. | Director | Since Oct 2018 | Not disclosed in CPRT proxy |
| America’s Car‑Mart, Inc. | Director | Since 2007 | Not disclosed in CPRT proxy |
| Prior: Ambassadors International | Director | 2009–May 2011 | See Past Roles |
| Prior: Healthways, Inc. | Director | Portion of 2014 | See Past Roles |
Board Governance
- Independence: Board determined Englander is “independent” under Nasdaq rules; only independent directors serve on Audit, Compensation, and Nominating/Governance/Sustainability committees .
- Attendance: In FY2025, the Board held 5 meetings; each director attended ≥75% of Board and applicable committee meetings .
- Lead Independent Director: Englander’s LID responsibilities expanded to include presiding in the Chairman’s absence, leading executive sessions, approving meeting schedules, calling special meetings, advising on advisors, liaising with CEO/Chairman, leading annual CEO evaluation, representing the Board, and designating an interim LID when necessary .
- Committee workload: Compensation Committee met 5 times (Chair: Englander); Nominating, Governance & Sustainability met 4 times; all members are independent .
Fixed Compensation
- Outside Director Compensation Program (structure): Annual cash retainer $57,500; +$10,000 per committee membership; +$20,000 per standing committee chair (Audit/Compensation/Nominating) paid quarterly. New directors also receive an initial option valued at $250,000; annual option grants valued at $250,000 for incumbents. Options vest 1/12 monthly over 12 months, 7‑year term, exercise price = FMV at grant, and fully vest upon change in control, subject to continued service through the change-in-control date .
| Cash Component (FY2025) | Amount ($) |
|---|---|
| Annual Director Retainer | 57,500 |
| Compensation Committee Chair Fee | 20,000 |
| Nominating/Governance Committee Member Fee | 10,000 |
| Total Cash Paid (Fees Earned) | 87,500 |
Performance Compensation
- Director equity philosophy: Copart emphasizes director option grants with strike at the annual meeting price so directors realize gains only if stockholders do; cash comp below peer median, equity above median by SEC valuation methods .
| Equity Grant Term | FY2024 Annual Meeting (Grant on 12/6/2024) | FY2025 (Program Terms) |
|---|---|---|
| Grant-date fair value | $250,000 | $250,000 per annual award |
| Exercise price | $62.08 per share (closing price on grant date) | FMV at grant date |
| Vesting | 1/12 monthly over 12 months | 1/12 monthly over 12 months |
| Term | 7 years | 7 years |
| Change-in-control | Full acceleration (subject to service through change) | Full acceleration |
- FY2024 vs FY2025 director compensation for Englander:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 87,500 | 87,500 |
| Option Awards ($) | 250,000 | 250,000 |
| Aggregate Options Outstanding (at FY end, shares underlying) | 1,194,678 | 885,861 |
Other Directorships & Interlocks
- Current public boards: CKX Lands, Inc.; America’s Car‑Mart, Inc. .
- Interlocks and Item 404: Compensation Committee disclosed no interlocking relationships and no relationships requiring Item 404 disclosure for members, including Englander, in FY2025 and FY2024 .
- Potential competitive interlocks: America’s Car‑Mart is an automotive retailer; CPRT operates vehicle auctions. No specific related-party transactions disclosed with these entities in the proxy .
Expertise & Qualifications
- Investment management, specialized finance/accounting, land acquisition/development, and public company board experience .
- Education: B.A., Yale University .
- Governance leadership: Lead Independent Director with expanded responsibilities; Compensation Committee Chair .
Equity Ownership
| Ownership Detail (as of Oct 10, 2025) | Amount |
|---|---|
| Total beneficially owned shares | 1,260,813; <1% of outstanding (967,834,374) |
| Ursula Capital Partners (England er sole GP) | 355,352; Englander disclaims beneficial ownership except for pecuniary interest |
| Family trusts | 19,600 |
| Options exercisable within 60 days | 885,861 |
| Director equity ownership guideline | Must hold (including vested options) ≥3× cash retainer to sell; all directors in compliance |
| Anti-hedging | Prohibition on options/derivatives and hedging transactions in company securities |
Governance Assessment
- Board effectiveness: Englander’s LID role centralizes independent director influence (executive sessions, CEO performance evaluation, schedule control), a positive governance signal for oversight quality and investor confidence .
- Independence and conflicts: Affirmed independent; Compensation Committee reports no interlocks or Item 404 related-party ties—reducing conflict risk .
- Engagement: Committee workloads (Compensation: 5; Nominating/Governance/Sustainability: 4) and ≥75% attendance threshold met—supports active oversight .
- Alignment: Significant cumulative director option position and strict ownership guidelines (≥3× cash comp, including vested options) reinforce shareholder alignment; equity philosophy ties director upside to stockholder returns .
- Say-on-pay signal: 95% approval at the 2024 annual meeting suggests broad shareholder support for compensation oversight framework helmed by the Compensation Committee (Chair: Englander) .
Red Flags to monitor
- Multiple outside boards can pose time-commitment risk in volatile periods; continue to monitor attendance and committee loads, though current disclosure shows adequate participation (≥75%) .
- Pledging: No disclosure of share pledging—absence is positive, but continue to monitor future proxies for any pledging/hedging exceptions; current policy prohibits hedging .
Related-Party Exposure
- Audit Committee policy requires pre-approval of related-person transactions >$120,000; proxy lists no Englander-specific transactions requiring disclosure. Board independence determinations reviewed potential director-associated transactions with none affecting Englander’s independent status .