Matt Blunt
COPARTAbout Matt Blunt
Matt Blunt (age 54) has served on Copart’s Board since 2009 and is currently an independent director. He is a former Governor of Missouri (2005–2009), prior Secretary of State (2001–2005), and member of the Missouri General Assembly (1999–2001). Blunt is a 1993 graduate of the U.S. Naval Academy and has been President of the American Automobile Policy Council (AAPC) since February 2011; his biography highlights government service and specialized finance/accounting expertise. The Board affirmatively determined him to be independent under Nasdaq rules in September 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Missouri | Governor | 2005–2009 | Executive leadership of state government; policy and budget oversight. |
| State of Missouri | Secretary of State | 2001–2005 | Oversight of elections, state records, and securities regulation. |
| Missouri General Assembly | Member | 1999–2001 | Legislative experience; policy development. |
| Various firms | Senior adviser (government affairs/financial) | Since 2009 (post-governor) | Government relations and financial advisory experience. |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| American Automobile Policy Council (AAPC) | President | Feb 2011 | Represents public policy interests of Stellantis, Ford, and GM. |
Board Governance
- Independence: Determined independent under Nasdaq listing standards (Sept 2025).
- Attendance: In FY2025, the Board held 5 meetings; each director (including Blunt) attended ≥75% of Board and standing committee meetings during their service period.
- Committee assignments and engagement (FY2025):
- Audit Committee: Member; 5 meetings; co-signatory on Audit Committee report.
- Compensation Committee: Member; 5 meetings; Committee entirely independent; no interlocks or Item 404 relationships in FY2025.
- Nominating, Governance & Sustainability: Not listed as a current member in the FY2025 committee roster.
- Board structure: Lead Independent Director role with expanded responsibilities (held by Daniel J. Englander), including executive sessions and CEO performance evaluation leadership.
Committee Participation (FY2025)
| Committee | Role | Meetings | Chair |
|---|---|---|---|
| Audit | Member; signs report | 5 | Steven D. Cohan |
| Compensation | Member | 5 | Daniel J. Englander |
| Nominating, Governance & Sustainability | Not a member (FY2025 roster) | 4 | Diane M. Morefield |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $57,500 | Standard for outside directors. |
| Committee membership fees | $20,000 | $10,000 per committee (Audit, Compensation). |
| Total cash fees (FY2025) | $77,500 | As reported in FY2025 Director Compensation. |
Performance Compensation
| Element | FY2025 Grant Value | Grant Date | Exercise Price | Vesting | Term | CIC Treatment |
|---|---|---|---|---|---|---|
| Stock options (annual award) | $250,000 | Dec 6, 2024 | $62.08 | 1/12 monthly | 7 years | Fully vests upon Change-in-Control (single-trigger) |
- Program design: Copart emphasizes option grants at the annual meeting with at-the-money exercise prices, linking director value realization to stockholder appreciation; the company does not discount, reload, or reprice options.
Options Outstanding (Aggregate, end of period)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Shares underlying options outstanding (Matt Blunt) | 144,678 | 105,861 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in Copart proxy biographies. |
| Compensation Committee interlocks | None during FY2025; Committee entirely independent and with no Item 404 relationships. |
Expertise & Qualifications
- Government Service; Specialized Finance and Accounting Expertise (per Board’s skills matrix in biography).
- U.S. Naval Academy (B.S.), 1993; Navy/Marine Corps Achievement Medals.
- Audit oversight engagement: Member of Audit Committee and signatory to its FY2025 Report.
- Audit Committee includes a designated “financial expert” (Carl D. Sparks), ensuring committee-level financial rigor.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Matt Blunt | 105,861 | <1% | Options exercisable within 60 days of Oct 10, 2025. |
- External Director Equity Ownership Policy: Directors may not sell shares unless holdings (including vested options) exceed 3× the cash portion of annual director compensation; all directors are in compliance.
- Anti-hedging: Directors prohibited from hedging or transacting in derivatives on Copart securities.
Governance Assessment
-
Strengths:
- Independence affirmed; robust committee participation on Audit and Compensation (entirely independent).
- Solid attendance (≥75%) and active Audit oversight (co-signs committee report).
- Equity ownership alignment via stringent director ownership policy and anti-hedging policy; option grants align value with stockholder returns; no option repricing.
- No compensation committee interlocks or related-party relationships requiring Item 404 disclosure in FY2025.
-
Watchpoints:
- External role at AAPC (representing Stellantis, Ford, GM) could present perceived industry-network interlocks; the Board’s independence review found no material relationships compromising independence, and no Item 404 issues for compensation committee members.
- Director options accelerate fully upon Change-in-Control (single-trigger), which can be shareholder-sensitive in contested situations.
- Company notes director equity compensation above peer median, raising attention to equity-heavy mix for non-employee directors (intentional alignment; cash below median).