Jeffrey Liaw
COPARTAbout Jeffrey Liaw
Jeffrey Liaw, 48, is Copart’s Chief Executive Officer (since April 2024) and a director (since 2024). He previously served as Co-CEO (Apr 2022–Apr 2024), President & CEO North America (Feb 2021–Apr 2022), President (Sep 2019–Feb 2021), and Chief Financial Officer (Sep 2016–Oct 2020). He holds B.A. and B.B.A. degrees from the University of Texas (1999) and an M.B.A. from Harvard (2005) . Under his leadership tenure across senior roles, Copart’s performance has included fiscal 2023 revenue growth of 10.5%, operating income growth of 8.1%, and net income growth of 13.5% YoY; the company reports net income of ~$1.5B and total liquidity of ~$6B as of FY2025, with a 15-year hypothetical investment up 18.9x .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Copart | CEO | Apr 2024–present | CEO following planned succession; board appointee; separated Chair and CEO roles . |
| Copart | Co-CEO | Apr 2022–Apr 2024 | Multi-year equity design with premium price hurdles; strong pay-performance alignment . |
| Copart | President & CEO North America | Feb 2021–Apr 2022 | Operational leadership across NA platform . |
| Copart | President | Sep 2019–Feb 2021 | Advanced enterprise leadership pre-CEO . |
| Copart | CFO | Sep 2016–Oct 2020 | Built finance organization; foundation for later leadership roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FleetPride, Inc. | Chief Financial Officer | Jan 2013–Dec 2015/2016 | Private company CFO; operational finance in distribution . |
| TPG Capital Management, L.P. | Principal | Aug 2005–Dec 2012 | Private equity investing experience . |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $900,000 | $900,000 | $900,000 |
| All Other Compensation (not performance-based) | $9,000 | $98,940 (incl. aircraft, auto, 401k) | $79,292 (incl. $64,823 aircraft, auto, 401k) |
Notes: Copart requires the CEO to use corporate aircraft for business and personal travel for security reasons; tax is imputed per policy . A significant portion of CEO target compensation is at-risk; no guaranteed salary increases or bonuses .
Performance Compensation
Annual bonus design: 60% weighted to Operating Income (OI), 40% to individual goals; with threshold/target/maximum OI and linear +/-1% payout slope per $71–$75M variance depending on year .
| Annual Bonus Outcomes | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Target Bonus ($) | $1,100,000 | $1,100,000 | $1,100,000 |
| Actual Bonus Paid ($) | $1,100,000 | $1,093,400 | $1,093,400 |
| FY 2025 Bonus Framework | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Operating Income | 60% | $1.8B | $1.7B | 99% | Cash paid after FY close |
| Personal Goals (products/services for insurers; wholesale differentiation) | 40% | Qualitative | 100% achieved | 100% | Cash paid after FY close |
| FY 2024 Bonus Framework | Weight | Threshold | Target | Maximum | Result |
|---|---|---|---|---|---|
| Operating Income | 60% | $1.215B | $1.715B | $2.215B | OI achieved $1.57B; 99% OI payout; personal goals 100% |
| FY 2023 Bonus Framework | Weight | Threshold | Target | Payout Result |
|---|---|---|---|---|
| Operating Income | 60% | No payout if < $1.0B | $1.5B | OI 100%; personal goals 100% |
Equity awards and vesting:
- RSUs: 70,000 granted 04/01/2022; 20% vests at 1st anniversary, remainder 1/48 monthly thereafter; lock-up until 04/01/2032 prohibiting sale/transfer of net shares; market value $3,173,100 at 07/31/2025 ($45.33 close) . FY2025 vested 40,000 RSUs; value realized $2,204,985 .
- Options: multi-year awards with premium price hurdles (125% of exercise price for 20 consecutive trading days) on significant tranches .
| Key Equity Awards (Selected) | Grant Date | Type | Exercisable/Unearned | Exercise Price | Perf Hurdle (125%) | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | 10/10/2016 | Options | 21,332 exercisable | $6.78 | N/A | 10/10/2026 |
| Stock Options | 10/04/2017 | Options | 355,557 exercisable | $8.70 | N/A | 10/04/2027 |
| Stock Options | 03/07/2019 | Options | 600,000 exercisable | $14.57 | N/A | 03/07/2029 |
| Stock Options | 03/09/2021 | Options (time-based) + performance options | 554,664 exercisable; 85,336 unearned | $26.58 | $33.22 | 03/09/2031 |
| Stock Options | 04/01/2022 | Options (time-based) + performance options | 1,300,000 exercisable; 700,000 unearned | $31.42 | $39.28 | 04/01/2032 |
| RSUs | 04/01/2022 | RSUs | 70,000 outstanding at 07/31/2025; time-based with 10-year lock-up to 04/01/2032 | N/A | N/A | N/A |
Equity Ownership & Alignment
| Ownership Detail (as of 10/10/2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 3,298,828; less than 1% of outstanding |
| Direct Shares | 237,274 |
| RSUs Vesting within 60 days | 10,000 |
| Options Exercisable within 60 days | 3,051,554 |
| Hedging/Pledging | Company prohibits hedging/pledging; 2025 waiver granted only to Chairman W. Johnson; no indication of waiver for Liaw |
| Executive Officer Equity Ownership Policy | Must hold equity (including vested awards) ≥ 3x cash salary before and after any sale; policy in full compliance |
| Stock Vested FY2025 | 40,000 RSUs; $2,204,985 value realized |
Alignment signals:
- Large multi-year option exposure with premium price hurdles ties realized value to long-term TSR; no new equity awards until April 1, 2026 .
- 10-year RSU lock-up (to 2032) reduces near-term selling pressure and strengthens retention .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Written agreement sets base, bonus opportunity, benefits, responsibilities . |
| Severance (without cause/good reason) | Lump sum equal to 50% of then-current annual base salary, conditioned on release . |
| Change in Control | No automatic acceleration; if successor does not assume options, all become fully exercisable (applies to all employees) . |
| Clawback | Executive officer clawback policy adopted . |
| Hedging/Pledging Policy | Prohibits hedging/derivatives and pledging or margin accounts; 2025 pledge waiver granted only to the Chairman . |
| Ownership Guidelines | Executives cannot sell unless holdings (incl. vested awards) ≥ 3x salary; company in full compliance . |
| Deferred Comp/Pension | No non-qualified deferred compensation; no defined benefit/SERP beyond 401(k) . |
| Aircraft Personal Use | Required to use corporate aircraft for business and personal travel for security; imputed income per policy; FY2025 included $64,823 for aircraft use . |
Board Governance
- Board Service: Director since 2024; not listed as independent; no committee memberships assigned in the director matrix .
- Governance Structure: Roles of Chairman (Willis Johnson) and CEO (Liaw) are separated; Executive Chairman (A. Jayson Adair) provides strategic support .
- Lead Independent Director: Daniel J. Englander; responsibilities include presiding over executive sessions and leading CEO performance evaluation .
- Attendance: In FY2025, the Board held five meetings; each director attended ≥75% of board and applicable committee meetings .
- Director Compensation: As a named executive officer, Liaw receives no additional pay for director service .
Director Compensation (For reference to board program)
- Outside director program: $57,500 annual cash retainer; +$10,000 per committee or $20,000 for committee chair; annual stock option grant “value” $250,000 (7-year term, monthly vest), change-in-control full vesting; founder/Chairman participates on same terms . Liaw does not receive director compensation as an employee-director .
Compensation & Incentives Analysis
- Pay Mix and Design: Majority at-risk; annual bonus tied 60% to operating income and 40% to specific personal objectives; payouts were ~99–100% against OI in FY2023–FY2025 with personal goals at 100% .
- Equity Structure: Front-end loaded multi-year package in 2022 with substantial performance-hurdled options (~50% of value) and significant RSUs subject to 10-year lock-up, promoting long-term alignment and retention; no new equity eligible until 4/1/2026 .
- Good Practices: No tax gross-ups upon change of control; no option repricing; clawback policy; independent compensation committee; external consultant (Compensia) with no conflicts in FY2025 .
- Peer Group: Compensation committee updated the peer group with Compensia for decisions beginning in FY2026 .
- Say-on-Pay: Strong support (~95% approval at 2024 annual meeting) .
Performance & Track Record
- FY2023 operating results: Revenue +10.5%, operating income +8.1%, net income +13.5% YoY; stock reached an all-time high of $47.38 during FY2023 .
- FY2025 summary: Net income ~$1.5B; total liquidity $6B (cash and undrawn revolver) .
- Long-term returns: Hypothetical investment 15 years ago has grown ~18.9x .
Vesting Schedules and Insider Selling Pressure
- RSUs: 04/01/2022 grant vests 20% at 1-year anniversary and 1/48 monthly thereafter; lock-up prevents sale/transfer of net shares received until 04/01/2032, materially limiting near-term selling pressure .
- Options: Significant portions include 125% premium-price hurdles for 20 consecutive trading days before exercise (e.g., $33.22 on 2021 grant; $39.28 on 2022 grant), reinforcing performance orientation and moderating immediate exercisability .
- Ownership guideline: 3x salary retention threshold pre- and post-sale further constrains net selling by executives; company reports full compliance .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~95%; annual advisory vote practice; board engages stockholders and caps bonus payouts .
Compensation Committee
- Composed entirely of independent directors; uses external consultant Compensia; no conflicts; updated peer group for FY2026 decisions .
Equity Ownership & Alignment (Summary Highlights)
- Beneficial ownership: 3,298,828 shares (<1%); includes 3,051,554 options exercisable within 60 days; 237,274 direct shares; 10,000 RSUs vesting within 60 days .
- No hedging/pledging allowed; 2025 pledge waiver granted only to the Chairman (not Liaw) .
Employment Terms (Severance and CIC)
- Severance: 0.5x base salary for without cause/good reason, subject to release; standard definitions of “cause” and “good reason” .
- CIC: No automatic acceleration except if awards are not assumed; then all options fully exercisable (company-wide) .
External Roles and Interlocks
- No current public company directorships disclosed for Liaw; prior roles at FleetPride and TPG noted above .
Risk Indicators & Red Flags
- No hedging/pledging (policy); limited severance multiple; no tax gross-ups; no option repricing; robust ownership guidelines with compliance; change-in-control only accelerates if not assumed. Collectively, these reduce misalignment and windfall risk .
Investment Implications
- Alignment: Front-loaded, performance-hurdled options and a 10-year RSU lock-up create strong long-term alignment and reduce near-term selling pressure; large option exposure ties realized pay to TSR and fundamentals .
- Discipline: Bonus tied primarily to operating income with defined guardrails; strong say-on-pay support and independent oversight (Compensia) lower governance risk .
- Downside for M&A windfalls: Minimal severance (0.5x salary) and no broad CIC acceleration unless awards aren’t assumed limit parachute/leakage in strategic events .
- Watch items: Personal aircraft use is required for security and disclosed within “all other compensation” (optics), but amounts appear contained and policy-driven; continued monitoring of option vesting triggers and any Form 4 activity is advised .