Thomas N. Tryforos
COPARTAbout Thomas N. Tryforos
Independent director of Copart (CPRT) since 2012; age 66. Background: private investor since 2005; previously General Partner at Prescott Investors, Inc. (1991–2004). Education: B.A. Columbia College (1981); M.B.A. in accounting and finance from Columbia Business School (1984). Core credentials: investment management, finance/accounting expertise, and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prescott Investors, Inc. | General Partner | May 1991–Sep 2004 | Investment management leadership |
| Private Investor | Principal | 2005–present | Portfolio management |
| Elias Charles & Co. LLC | Member | Not disclosed | Ownership vehicle; shares held attributed for beneficial ownership |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Credit Acceptance Corporation | Director | Not disclosed | Publicly traded auto finance company; enhances industry knowledge |
Board Governance
- Committee assignments: Compensation Committee member; Nominating, Governance, and Sustainability (NGS) Committee member; not a chair .
- Independence: Affirmatively determined independent under Nasdaq; majority of CPRT board is independent (determination September 2025) .
- Attendance: Board held five meetings in FY2025; each director attended or participated in ≥75% of board and assigned committee meetings during their service period .
- Committee activity: Compensation Committee met five times; NGS Committee met four times in FY2025 .
- Lead Independent Director: Role held by Daniel J. Englander; expanded responsibilities include presiding in chair’s absence and leading executive sessions .
- Anti-hedging/pledging: Company-wide prohibition on hedging and pledging company stock; only Chairman Willis J. Johnson received a limited pledging waiver; no waiver disclosed for Tryforos .
- Director ownership guideline: External directors must hold ≥3x cash portion of annual director compensation before and after any sale; all directors in compliance .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $57,500 | Standard outside director retainer |
| Committee membership fees | $20,000 | $10,000 per committee; Compensation and NGS committees |
| Committee chair fees | $0 | Not a chair |
| Meeting fees | $0 | Not part of program |
| Total cash fees | $77,500 | Sum of retainer and committee fees |
Performance Compensation
| Equity Element | Grant Date | Grant Value (USD) | Strike/Exercise Price | Vesting | Term | Change-in-Control Treatment |
|---|---|---|---|---|---|---|
| Annual stock options | Dec 6, 2024 | $250,000 | $62.08 | 1/12 monthly from grant; continued service required | 7 years | Full vesting of director options upon change-in-control (subject to continued service through date) |
| Program parameters | Ongoing | Determined via Black-Scholes “value” at grant | Fair market value on grant date | Initial directors receive $250k “value” option; annual awards same “value” | 7 years | Same as above |
Copart emphasizes option-based director equity to align realized value with shareholder gains; if stock price falls, options have no current value .
Other Directorships & Interlocks
| External Board | Overlap with CPRT Directors | Relationship to CPRT’s ecosystem | Notes |
|---|---|---|---|
| Credit Acceptance Corporation | None disclosed | Auto finance; adjacent to vehicle remarketing | No related-party transactions disclosed involving Tryforos . |
- Compensation Committee interlocks: None existed in FY2025; no member (including Tryforos) had relationships requiring Item 404 disclosure while serving .
- Related-party transactions: FY2025 disclosures involve Adair’s brother and Meeks’ daughter; no transactions involving Tryforos .
Expertise & Qualifications
- Investment management industry experience; specialized finance/accounting expertise; public company board experience .
- Board skills matrix includes finance and accounting skills and public company board experience across the board; Tryforos specifically profiled with investment management and finance/accounting attributes .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable ≤60 Days | % of Shares Outstanding | Pledged/Hedged |
|---|---|---|---|---|
| Thomas N. Tryforos | 1,327,496 | 885,861 | <1% | Company prohibits hedging/pledging; no waiver disclosed for Tryforos |
- Breakdown includes 441,635 shares held by Elias Charles & Co. LLC (beneficial ownership disclaimed except pecuniary interest) and options exercisable within 60 days .
- Aggregate director option holdings: Tryforos had 885,861 shares underlying options outstanding at FY-end .
Governance Assessment
- Alignment signals: Heavy equity weighting for director pay (annual option “value” $250k vs. $77.5k cash) aligns director outcomes with shareholder returns; external director ownership policy enforces meaningful “skin-in-the-game” (≥3x cash comp) and all directors are in compliance .
- Board effectiveness: Active committee participation (Compensation and NGS), with regular meetings and expanded Lead Independent Director role improving executive session leadership and agenda control .
- Independence and conflicts: Independence affirmed; no interlocks or related-party issues disclosed for Tryforos; Compensation Committee confirmed no interlocking relationships in FY2025 .
- Attendance/engagement: Directors met or exceeded the ≥75% attendance threshold for board and committee meetings; board held five meetings in FY2025 .
- RED FLAGS: None disclosed specific to Tryforos. Company-wide hedging/pledging ban is strong; only Chairman’s limited pledging waiver noted—not applicable to Tryforos . Say-on-pay support (~95% in 2024) indicates constructive investor sentiment toward compensation oversight .
Supplemental Context (Company-level governance practices)
- Director compensation structure intentionally below peer median in cash but above peer median in equity “value,” reinforcing pay-for-performance through options .
- Anti-hedging policy; executive clawback policy adopted per Dodd-Frank/Nasdaq rules (executive officers only) .
- No discounting/reloading/repricing of stock options; no tax gross-ups upon change of control for executives .
Notes on Insider Trades
- Section 16(a) compliance: Company reported no delinquent filings for FY2025 except one late gift filing by A. Jayson Adair; none indicated for Tryforos .
- The proxy does not list Form 4 transaction details for Tryforos; no additional insider trading data disclosed in DEF 14A .