Willis J. Johnson
COPARTAbout Willis J. Johnson
Founder of Copart and Chairman of the Board since January 2004, Willis J. Johnson has served on the Board since 1982 and previously served as CEO (1982–2010) and President (1986–1995); he is 78 years old as of October 24, 2025 . His core credentials include deep salvage vehicle industry expertise, technology sector experience, and land acquisition/development know‑how developed while growing Copart from a single site to a global network . Education is not disclosed in Copart’s recent proxy biographies for Mr. Johnson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copart, Inc. | Chairman of the Board | Jan 2004 – present | Sets board agendas with lead independent director; presides over board meetings |
| Copart, Inc. | Chief Executive Officer | 1982 – Feb 2010 | Led expansion from single facility to global operations |
| Copart, Inc. | President | 1986 – 1995 | Senior operating leadership during early growth period |
| U‑Pull‑It, Inc. (private) | Officer and Director (co‑founded) | 1982 – Sep 1994 | Sold entire interest in 1994 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Takl, Inc. (private) | CEO and Director (founder) | Since 2015 (as disclosed) | Privately‑held technology company |
| Willis & Reba’s Foundation (non‑profit) | President | Not specified | Also holds Copart shares in the foundation per ownership footnotes |
Board Governance
- Independence status: Not independent (serves as Chairman; independence box unchecked in director matrix) .
- Committee assignments: None; Mr. Johnson does not serve on Audit, Compensation, or Nominating, Governance & Sustainability (NG&S) Committees .
- Lead Independent Director: Daniel J. Englander serves as Lead Independent Director, overseeing agendas and executive sessions of independent directors .
- Attendance and engagement: All directors, including Mr. Johnson, attended ≥75% of Board and applicable committee meetings in FY2024 (8 Board meetings) and FY2025 (5 Board meetings) .
- Board leadership: Roles of Chair and CEO are separated; Mr. Johnson is Chair and Jeffrey Liaw is CEO .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $57,500 | Payable quarterly in arrears; applies to Chair and non‑employee directors |
| Committee member retainer | $10,000 per committee | Not applicable to Mr. Johnson (no committee roles) |
| Committee chair retainer | $20,000 per committee chair | Not applicable to Mr. Johnson |
| Perquisites (FY2024) | $82,593 total | $36,936 automobile; $34,704 corporate aircraft personal use; $10,953 medical/dental/vision |
| Corporate aircraft policy | Personal use allowance up to 100 flight hours/year | Applies to “Authorized Leaders”; administrative procedures and imputed income process outlined |
Performance Compensation
| Grant/Program | Grant Date | Exercise Price | Award “Value” | Vesting | Term | Change‑in‑Control |
|---|---|---|---|---|---|---|
| Annual option (program terms) | Annual meeting date | FMV on grant date | $250,000 “value” (Black‑Scholes) | 1/12th monthly over 12 months | 7 years | Full acceleration on change in control (single trigger for directors) |
| FY2024 annual grant (2023 meeting) | Dec 8, 2023 | $47.39 | Included in $250,000 option award value | 1/12th monthly | 7 years | Standard program terms |
| FY2025 annual grant (2024 meeting) | Dec 6, 2024 | $62.08 | Included in $250,000 option award value | 1/12th monthly | 7 years | Standard program terms |
Performance metrics table (directors)
| Metric Type | Disclosed? | Notes |
|---|---|---|
| TSR percentile / revenue / EBITDA / ESG | No | Director equity consists of time‑vested stock options only; no formulaic performance metrics disclosed for directors |
Director Compensation (FY2024 actuals)
| Name | Cash Fees ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Willis J. Johnson | 57,500 | 250,000 | 82,593 | 390,093 |
| Citations: all cells |
Additional context:
- Copart acknowledges its continued focus on stock options for directors diverges from current market trends; stockholders approved the director compensation program in 2018 with 92.7% support (fixed term through FY2022) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|---|
| None disclosed (public company boards) | — | — | — | No public company directorships listed in recent proxy biographies |
| Takl, Inc. | Private | CEO/Director | Since 2015 (as disclosed) | Steven D. Cohan (current Copart director) also served as director/executive officer of Takl (historical), indicating a private‑company network tie |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Salvage vehicle industry | Founder; multi‑decade operating experience; grew Copart globally |
| Technology | Listed “Technology Sector Experience” in board skills |
| Land acquisition & development | Listed skill/experience area in director biography |
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % of Shares Outstanding | Options Outstanding (Aggregate) | Hedging/Pledging | Ownership Guidelines |
|---|---|---|---|---|---|
| Oct 11, 2024 | 55,809,222 | 5.79% | 194,678 | Company prohibits hedging/pledging generally [policy]; Board granted Mr. Johnson a waiver in Sep 2025 to pledge up to 20% of his holdings as collateral for personal loans | Company maintains director/EO stock ownership guidelines (details not quantified in proxy) |
| Citations: 55,809,222 and 5.79% ; 194,678 ; policy and waiver ; guidelines |
| As‑of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Oct 10, 2025 | 55,695,395 | 5.75% |
| Citations: all cells |
Ownership composition (historical example for context): earlier proxies detail Johnson’s holdings across revocable trusts, family LPs, GRATs, joint holdings, foundation, and options (example as of Oct 2020) .
Insider Trades and Section 16 Compliance
| Date | Filing | Description | Notes |
|---|---|---|---|
| Nov 2, 2022 | Late Form 5 | Reported certain gift transfers | Company disclosed late filings for Johnson and Adair; other late filing noted for Sparks in 2021 |
| FY2024 | Section 16 review | No other delinquencies reported for FY2024 | Company noted an Adair administrative oversight; no other delinquencies |
Related‑Party Transactions and Policies
- No Hedging or Pledging Policy: Broad prohibition on hedging/derivative transactions; general prohibition on pledging company stock or margin accounts; Board granted a specific waiver in Sep 2025 permitting Johnson to pledge up to 20% of his beneficial holdings after evaluating risks (forced sale risk, magnitude relative to holdings and shares outstanding) .
- Related‑party employment: Disclosures relate to Adair’s brother and Meeks’ daughter; no related‑party transactions specific to Johnson disclosed in recent proxies beyond perquisites under the director program .
Governance Assessment
- Strengths: Founder‑led ownership alignment remains high; Johnson is a top holder (≈5.8%–5.75%), aligning incentives with long‑term value creation .
- Strengths: Board majority is independent; leadership split between Chair (Johnson) and CEO (Liaw); Lead Independent Director oversees executive sessions and agendas .
- Strengths: Attendance thresholds met (≥75%) for FY2024 and FY2025; indicates baseline engagement .
- Watch items: Director compensation relies solely on time‑vested options (no performance metrics), which may weaken explicit pay‑for‑performance linkage for directors versus PSU‑based models .
- RED FLAG: 2025 Board waiver permitting Johnson to pledge up to 20% of his Copart shares introduces potential forced‑sale risk in adverse markets despite stated safeguards; pledging waivers for insiders are frequently viewed negatively by governance investors .
- Perquisites: Personal aircraft use (up to 100 hours/year) and notable FY2024 perqs ($82,593) are shareholder‑sensitive topics; however, usage is disclosed with valuation methodology and policy controls .
- Process legitimacy: Shareholders previously ratified the director compensation framework (92.7% approval in 2018), acknowledging the company’s option‑heavy approach for directors .
Notes on Independence, Committees, and Engagement
| Item | Status |
|---|---|
| Independence | Not independent (Chairman; no independence checkmark) |
| Committees | No committee assignments |
| Board meetings | FY2024: 8 meetings; FY2025: 5 meetings |
| Attendance | ≥75% for Board and committee meetings in both FY2024 and FY2025 |
Summary Implications for Investors
- Johnson’s significant ownership and long tenure support strategic continuity, but the 2025 pledging waiver is a governance amber/red flag that investors should monitor for collateral‑driven selling risk in volatility .
- The option‑only, time‑vested director compensation strengthens alignment with absolute share price but lacks explicit performance conditions; investors focused on best‑practice director pay may prefer equity with retention or holding requirements and no perqs .
- Board effectiveness is supported by strong independent presence, separated Chair/CEO roles, a functioning lead independent director, and adequate attendance; absence of committee roles for Johnson reduces potential conflicts in key oversight areas .