Steven D. Cohan
COPARTAbout Steven D. Cohan
Independent director of Copart, Inc. since 2004; age 64 as of October 24, 2025 . Background spans finance and operations, including prior service as Copart’s VP of Finance and principal accounting officer (1992–1994) and VP of Corporate Development (1994–1996) . Education: MBA (University of San Francisco) and BA in Economics (UCLA); licensed Certified Public Accountant (CPA) . Core credentials: finance/accounting expertise, CPA, salvage remarketing and technology experience; current role as private investor and CEO/director of Loco Ventures, Inc. (since 1997) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copart, Inc. | VP of Finance & Principal Accounting Officer | 1992–1994 | Built finance controls, public-company readiness |
| Copart, Inc. | VP of Corporate Development | 1994–1996 | Corporate development, growth initiatives |
| Loco Ventures, Inc. | CEO & Director | 1997–present | Operated food manufacturing businesses; finance/ops leadership |
| Takl, Inc. (private) | Director & Executive Officer | 2015–2020 | Technology company leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No current public-company directorships for Cohan disclosed |
Board Governance
- Independence: Board determined Cohan is independent under Nasdaq rules (Sept 2025 review) .
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Audit Committee scope: oversight of financial reporting, internal controls, auditor independence, compliance, cybersecurity/privacy; functions as qualified legal compliance committee .
- Compensation Committee scope: oversight of executive and director compensation programs .
- Attendance: Board held five meetings in FY2025; all directors attended ≥75% of Board and Committee meetings on which they served .
- Lead Independent Director: Daniel J. Englander; expanded responsibilities include presiding over meetings in Chair’s absence and leading executive sessions .
Fixed Compensation
| Component | FY2025 Amount | Details |
|---|---|---|
| Annual cash retainer | $57,500 | Outside Director Compensation Program |
| Committee membership fee | $10,000 | Per committee (Audit, Compensation, NGS) |
| Committee chair fee | $20,000 | If chair of standing committee (Audit/Comp/NGS) |
| FY2025 cash fees (Cohan) | $87,500 | Retainer + Audit Chair ($20k) + Compensation Committee ($10k) |
| Reimbursements | As incurred | Reasonable necessary expenses for Board meetings |
Performance Compensation
| Element | Grant Mechanics | FY2025/FY2024 Details | Vesting/Term | Change in Control |
|---|---|---|---|---|
| Annual stock options | Black-Scholes “value” target of $250,000 per annual grant to each outside director | FY2025 total option grant fair value $250,000 for Cohan | 1/12 monthly vesting after grant; 7-year term; exercise price = market close on grant date | Director options fully vest upon change in control (subject to continued service through CIC date) |
| FY2024 annual meeting option grant (all directors) | Exercise price set at $62.08 (closing price on Dec 6, 2024) | Applies to Cohan as a non-employee director | Monthly vesting as above | As above |
| Aggregate options outstanding (as of 7/31/2025) | — | 305,861 shares underlying options (Cohan) | — | — |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member of Copart’s Compensation Committee was an officer/employee in FY2025; Cohan previously an officer (1992–1996) but not during FY2025 .
- No interlocking relationships with other companies’ boards/comp committees in FY2025 .
Expertise & Qualifications
- CPA designation; specialized finance and accounting expertise; salvage vehicle remarketing, technology/cyber experience noted in Board skills profile .
- Serves as Audit Committee Chair, reinforcing governance, compliance, and cybersecurity oversight .
Equity Ownership
| Holder | Direct Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Steven D. Cohan | 96 | 305,861 | 305,957 | * (<1%) |
- Shares outstanding: 967,834,374 as of Oct 10, 2025 .
- Director Ownership Policy: Directors must maintain share/vested-option value ≥3x cash portion of annual director compensation; Board states full compliance .
- Hedging/pledging: Hedging and pledging generally prohibited for officers/directors; in Sept 2025 only Chairman Willis J. Johnson received a limited pledging waiver (≤20% of his holdings) based on unique circumstances; no waivers disclosed for Cohan .
Governance Assessment
- Strengths:
- Independence and leadership as Audit Committee Chair; committee charters emphasize robust controls, auditor oversight, and cybersecurity governance .
- Director pay structured as low cash/high equity via at-the-money options that realize value only with stockholder gains; strong alignment signal .
- Compliance with anti-hedging/anti-pledging and director ownership guidelines; reduces misalignment risks .
- High say-on-pay support: ~95% approval at 2024 annual meeting, indicating investor confidence in compensation governance .
- Watch items / RED FLAGS:
- Relative dissent on director election: at 2024 annual meeting, Cohan received ~91% FOR among votes cast (For/Against), with 72.5M Against—higher opposition than several peers (e.g., Fisher 11.1M Against); monitor investor sentiment on audit oversight and compensation policies .
- Prior officer history (1992–1996) noted; Board reconfirmed independence in 2025, but investors may scrutinize legacy ties; continue robust related-party oversight (no related transactions involving Cohan disclosed) .
- Overall: Governance posture appears strong with effective committee leadership and alignment-focused pay; isolated elevated opposition suggests engagement opportunities on audit oversight or director tenure.
Director Compensation (FY2025)
| Name | Fees Earned/Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Steven D. Cohan | 87,500 | 250,000 | — | 337,500 |
Committee Assignments and Activity (FY2025)
| Committee | Role | Meetings | Key Oversight |
|---|---|---|---|
| Audit | Chair | 5 | Financial reporting, internal controls, auditor independence, compliance, cybersecurity/privacy; qualified legal compliance committee |
| Compensation | Member | 5 | Executive/director compensation, plans/benefits, equity awards |
Say-on-Pay & Shareholder Voting Signals
- 2024 say-on-pay approval: Approximately 95% FOR votes at the 2024 annual meeting—strong endorsement of compensation program .
- 2024 director election results (selected):
- Steven D. Cohan: 750,120,422 For; 72,494,971 Against; 4,162,462 Withheld; 51,278,627 Broker non-votes .
- Comparative examples: Stephen Fisher 815,254,532 For; 11,067,289 Against .
- Shareholder engagement history: Following an 80% approval in 2023 and prior lower approval in 2022, Compensation Committee enhanced disclosure and maintained peer-informed structures .
Compensation Committee Analysis
- Composition: All independent; chaired by Daniel J. Englander; members include Cohan, Blunt, LeBon, Tryforos .
- Consultant: Compensia engaged; used for peer benchmarking; Compensation Committee reported no conflicts of interest; consultant provided data only in role as advisor .
- Program design signals: Multi-year, front-end loaded executive option awards; time-based vesting standard; premium price hurdles applied to significant portion of executive options to strengthen performance linkage .
Related Party & Conflict Screening
- Policy: Audit Committee pre-approves related-person transactions >$120,000; considers market terms and interest extent .
- FY2025 disclosures: Related-party employment noted for family members of Adair and Meeks; no related transactions disclosed involving Cohan .
- Section 16(a): No delinquent reports for FY2025 except one late Form 4 by Adair; none for Cohan .
Risk Indicators & Red Flags
- Hedging/pledging restrictions broadly enforced; single pledging waiver granted to Chairman (not to Cohan) in Sept 2025—Board evaluated collateral risks; monitor precedent risk .
- Elevated opposition votes for Cohan vs some peers in 2024 (audit chair often focal point for investor scrutiny) .
- No disclosed legal proceedings or SEC investigations pertaining to Cohan; no related-party transactions .
Equity Incentives & Metrics (Executives—Committee Oversight context)
| Metric | FY2025 Target/Payout Basis | FY2025 Outcome |
|---|---|---|
| Operating Income (Executive bonus metric, 60% weight) | Target $1.8B; Threshold $1.3B; Max $2.3B; payout changes ±1% per ~$71M deviation | $1.7B achieved; 99% payout under financial metric |
| CEO/CFO personal goals (40% weight) | Product/customer differentiation; operating leverage; international margin enhancement | Achieved 100% of personal goals (Liaw, Stearns) |
Director Stock Ownership Guidelines & Compliance
- Directors must maintain equity (shares + vested exercisable options) with FMV ≥3x cash portion of annual compensation; Board states all directors in compliance .
- Insider trading policy prohibits options/derivatives trading and hedging; pledging generally prohibited .
Voting Mechanics & Board Structure Context
- Majority voting standard in uncontested elections; resignation policy upon failure to receive majority of votes cast .
- Board leadership: Chairman (Willis J. Johnson) separate from CEO (Jeffrey Liaw); Lead Independent Director (Daniel J. Englander) formalized responsibilities .
Implications: As Audit Chair and Compensation member, Cohan is central to Copart’s financial reporting quality and pay governance. His CPA background and prior Copart finance leadership support effective oversight. Options-centric director pay and strict ownership/anti-hedging policies signal alignment. Monitor investor feedback given relatively higher Against votes in 2024 and maintain transparent audit/cyber disclosures to sustain confidence .