Diane M. Morefield
COPARTAbout Diane M. Morefield
Independent director at Copart since 2019 (age 67), Ms. Morefield is a CPA and seasoned finance and operating executive, most recently EVP & CFO of CyrusOne, with prior CFO and senior roles at Strategic Hotels & Resorts, Equity International, and Equity Office; she holds a B.S. in Accountancy (University of Illinois) and an MBA (University of Chicago Booth) . She serves on Copart’s Audit Committee and chairs the Nominating, Governance, and Sustainability Committee, and has been affirmed by the Board as “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| CyrusOne (Nasdaq: CONE) | EVP & CFO; retired year-end 2020 | 2016–2020 | Financial leadership at global data center REIT |
| Strategic Hotels & Resorts (NYSE: BEE) | EVP & CFO | 2010–2015 | Finance leadership at public lodging REIT |
| Equity International | Chief Financial Officer | 2007–2009 | Corporate finance leadership |
| Equity Office (NYSE: EOP) | SVP Operations; SVP Investor Relations | 1997–2006 | Operations and IR executive leadership |
| Barclays Bank | Real estate banker | Early career | Real estate banking experience |
| Public Accounting | Staff | Early career | CPA foundation |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| UDR, Inc. (NYSE: UDR) | Director | Chair, Audit Committee; Member, Governance Committee |
Board Governance
- Committee assignments: Audit Committee member; Chair, Nominating, Governance, and Sustainability Committee (NG&S) .
- Independence: Determined independent by the Board in September 2025 under Nasdaq rules .
- Attendance and engagement: The Board met 5 times in FY2025; all directors attended ≥75% of Board and applicable committee meetings during their service period .
- Audit oversight: Audit Committee (which includes Morefield) met 5 times in FY2025 and oversees financial reporting, internal controls, auditor independence, legal/compliance, and cybersecurity; the 2025 Audit Committee report lists Morefield among committee members .
- NG&S scope: Oversees governance principles, Code of Business Conduct, enterprise policy and sustainability oversight, and annual Board/committee self-evaluations; NG&S held 4 meetings in FY2025 .
Fixed Compensation (Director)
| Component | FY2025 Structure | Diane M. Morefield – FY2025 Cash |
|---|---|---|
| Annual cash retainer | $57,500 | |
| Committee membership fee | +$10,000 per committee | |
| Committee chair fee | +$20,000 per standing committee chaired | |
| Total cash received | — | $87,500 (Audit member + NG&S Chair) |
Notes: Copart pays quarterly in arrears; only independent/non-employee directors are eligible for these retainers .
Performance Compensation (Director Equity)
| Element | Details | FY2025 Application |
|---|---|---|
| Equity vehicle | Non-employee directors receive stock options; initial and annual “value” target $250,000, determined via Black-Scholes | Annual award of options valued at $250,000 granted at each annual meeting |
| Vesting | 1/12 monthly following grant (contingent on continued service) | Applies to FY2025 annual options (granted at 2024 meeting) |
| Term | 7 years | Applies to director options |
| Exercise price | Fair market value on grant date | 2024 annual meeting grant strike: $62.08 on Dec 6, 2024 |
| Change-of-control | All director initial/annual awards fully vest upon CoC (service through CoC required) | Applies to Morefield’s director options |
| FY2025 equity value | $250,000 option grant date fair value (per director) | Morefield: $250,000 Option Awards in FY2025 |
Performance metrics: Copart does not use formulaic performance metrics for director pay; equity is entirely in options to align with shareholder value creation (cash below peer median; equity above peer median) .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other public company boards | UDR, Inc. (NYSE: UDR) – Audit Chair; Governance member |
| Compensation Committee interlocks | Copart disclosed no compensation committee interlocks during FY2025; Morefield is not a member of Copart’s Compensation Committee |
| Related party transactions | FY2025 related party disclosures named other individuals (e.g., Brett Adair; Diane Yassa), not Morefield |
Expertise & Qualifications
- CPA; deep finance/accounting expertise; public company board experience; technology sector experience; land acquisition and development experience .
Equity Ownership
| Holder | Beneficial Ownership (as of Oct 10, 2025) | % Outstanding | Composition |
|---|---|---|---|
| Diane M. Morefield | 255,861 | * | Options exercisable within 60 days (255,861); footnote indicates holdings represented by options |
Notes: Company policy prohibits director hedging and generally prohibits pledging; a limited pledging waiver was granted to the Chairman (Mr. Johnson), not to Morefield . External Director Equity Ownership Policy requires directors maintain holdings (including vested options) ≥3x the cash portion of annual director compensation; the company reports all directors are in compliance .
Governance Assessment
- Strengths for investor confidence: Independent director since 2019 with CFO experience across multiple public REITs; Audit Committee member and NG&S Chair, directly engaged in financial oversight, governance policy, board evaluations, and sustainability oversight .
- Alignment: Director pay emphasizes at-risk equity via options (grant at market, 7-year term, monthly vesting), with ownership guidelines and anti-hedging/anti-pledging policies supporting alignment; cash retains are modest .
- Engagement: Meets attendance threshold; Board held 5 meetings in FY2025 and all directors (including Morefield) attended ≥75% of Board and committee meetings .
- Potential red flags: None disclosed specific to Morefield—no related party transactions named; no hedging/pledging exceptions granted to her (the pledging waiver applied to the Chairman) .
- Broader governance context: Say-on-pay received strong support (approx. 95% approval at 2024 annual meeting), indicating a constructive shareholder environment; Board independence and lead independent director responsibilities are formalized and expanded .
Appendix: Key Voting and Meeting Data (Context)
| Item | Disclosure |
|---|---|
| FY2025 Board meetings | 5; all directors attended ≥75% of Board and applicable committee meetings |
| 2024 Say-on-Pay result | Approved; approximately 95% of votes cast supported the program |
| 2024 Annual Meeting equity grant strike | $62.08 (Dec 6, 2024) |
| 2025 Director cash/equity compensation (Morefield) | $87,500 cash; $250,000 option award; total $337,500 |