James E. Meeks
COPARTAbout James E. Meeks
James E. Meeks (age 76) is an independent director of Copart, Inc. and has served on the Board since 1996. He previously served as Copart’s chief operating officer (1992–2007), senior vice president (1995–1996), and executive vice president (1996–2007), joining Copart via its purchase of South Bay Salvage Pool; he retired from Copart on December 31, 2007 . The Board affirmatively determined Mr. Meeks to be independent under Nasdaq rules in September 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copart, Inc. | Chief Operating Officer | 1992–2007 | Operations leadership during national expansion |
| Copart, Inc. | Executive Vice President | 1996–2007 | Senior leadership; strategic operations |
| Copart, Inc. | Senior Vice President | 1995–1996 | Senior management role |
| South Bay Salvage Pool | Owner/Operator (with family) | 1986–1992 | Built salvage operations later acquired by Copart |
| CAS & Meeks, Inc. | Officer, Director, Part Owner | 1991–2001 | Towing and subhauling services; industry operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Meeks in the 2025 DEF 14A . |
Board Governance
- Independence: Meeks is one of nine directors deemed independent by the Board under Nasdaq rules (review completed September 2025) .
- Committee assignments: Meeks is not listed as a member of the Audit, Compensation, or Nominating, Governance, and Sustainability (NG&S) Committees for fiscal 2025 .
- Board meetings and attendance: The Board held five meetings in fiscal 2025; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Committee structure and chairs (FY25):
- Audit (5 meetings): Chair Steven D. Cohan; members Blunt, Fisher, Morefield, Sparks; all independent .
- Compensation (5 meetings): Chair Daniel J. Englander; members Blunt, Cohan, LeBon, Tryforos; all independent .
- NG&S (4 meetings): Chair Diane M. Morefield; members Englander, LeBon, Sparks, Tryforos; all independent .
- Lead Independent Director: Role held by Daniel J. Englander; responsibilities expanded to include presiding in Chair’s absence, leading executive sessions, approving schedules, calling special meetings, and leading CEO evaluation, among others .
- Director equity ownership policy: External directors may not sell shares unless they hold, before and after any sale, shares and vested/exercisable options valued at ≥3× the cash portion of annual director compensation; Board states all directors comply .
- Anti-hedging: Policy does not permit short sales or hedging of equity interests .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $57,500 | Standard outside director retainer |
| Committee membership fees | $0 | Meeks has no FY25 committee memberships (otherwise $10,000 per committee; $20,000 if chair) |
| Meeting fees | $0 | Not part of the program (cash paid via retainers) |
| Total FY2025 cash | $57,500 | As reported in director compensation table |
Performance Compensation
Copart emphasizes at-risk equity via annual stock options for outside directors; no RSUs/PSUs are used for directors. Options are granted at fair market value, vest monthly over 12 months, have a seven-year term, and fully accelerate upon change in control (single trigger) .
| Equity Metric | FY2025 Detail | Vesting/Term | Grant Mechanics |
|---|---|---|---|
| Annual outside director option “value” | $250,000 | Vests 1/12 monthly over 12 months; 7-year term | Options sized to $250,000 “value” using Black-Scholes; exercise price at grant-date fair market value |
| FY2025 grant exercise price | $62.08/share | Grant date: Dec 6, 2024 (2024 annual meeting) | All non-employee directors received this annual option grant; standard 7-year term |
| Change-in-control treatment | Full acceleration | Subject to continued service through transaction date | Applies to initial and annual director awards |
| Equity instrument used | Stock options (no RSUs/PSUs) | At-risk alignment with shareholder returns | Equity compensation exceeds peer median; cash below peer median |
| FY2025 Director Compensation (Meeks) | Fees Earned ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| James E. Meeks | 57,500 | 250,000 | — | 307,500 |
Other Directorships & Interlocks
| Person | External Public Boards | Committee Roles | Interlocks with CPRT competitors/suppliers/customers |
|---|---|---|---|
| James E. Meeks | None disclosed | — | None disclosed in 2025 proxy |
Expertise & Qualifications
- Salvage vehicle industry expertise; technology sector experience; land acquisition and development experience (as identified by Copart) .
- Deep operating history within Copart’s core business translated into domain knowledge for Board oversight .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Options exercisable within 60 days (Oct 10, 2025) | 465,861 shares | As disclosed in Security Ownership section |
| Aggregate options outstanding (FY2025) | 465,861 underlying shares | Director options outstanding listing |
| Stock ownership guideline compliance | In compliance | External director equity ownership policy (≥3× cash portion) – all directors compliant |
| Hedging/Pledging | Hedging not permitted | “No short sales or hedging of equity interests” |
Governance Assessment
- Board effectiveness: Meeks brings multi-decade domain and operational experience, but is not currently on standing committees, limiting direct involvement in audit/comp/nom-gov workstreams; attendance met the company’s ≥75% threshold in FY2025, consistent with peers .
- Alignment and incentives: Copart’s director pay mix emphasizes at-risk options with strike at market, vesting monthly, aligning directors with shareholder value creation; cash retainers are modest versus peers per company disclosure .
- Independence and conflicts:
- Independence: Affirmatively determined under Nasdaq rules (Sept 2025) .
- Related-party exposure: Copart employs Meeks’s daughter, Diane Yassa, in a non-officer role; FY2025 compensation totaled $326,993 ($241,993 salary, $85,000 bonus). This is a potential perceived conflict, though the Board reviews related transactions and still deemed him independent .
- Change-in-control equity acceleration: Single-trigger full vesting on director options is shareholder-sensitive but can be viewed as a compensation risk factor; investors typically prefer double-trigger vesting for change-in-control .
- Ownership alignment: Meeks’ substantial options position (465,861 exercisable within 60 days) and compliance with the 3× cash ownership policy support skin-in-the-game and alignment with investor outcomes .
RED FLAGS
- Related-party employment: Daughter employed and compensated by Copart ($326,993 in FY2025). While disclosed and reviewed, investors may scrutinize independence optics and oversight rigor .
- Single-trigger option acceleration upon change-in-control for directors: Can weaken performance-contingent alignment; typical best practice favors double-trigger vesting .
POSITIVES
- Strong alignment via at-the-money options; no RSUs/PSUs for directors; equity linked to realized shareholder appreciation; cash fees below peer median by design .
- Anti-hedging policy and director ownership guidelines in full compliance, reinforcing long-term alignment .
- Robust lead independent director role and independent committee structure enhance oversight quality .