Copart 8-K

Summary

CEO transition effective 7/31/2026: Executive Chairman A. Jayson Adair will become CEO, replacing Jeffrey Liaw, who will leave the CEO role and Board and serve as Senior Advisor during the transition. Liaw’s advisory service is scheduled through 7/31/2027, subject to extension. Adair is the son-in-law of Board Chair Wills J. Johnson.

Key Figures

• Liaw’s transition benefits, subject to the agreement’s release conditions, include a $0.45M lump-sum payment and $0.20M during the transition period, his FY2026 bonus under the executive bonus plan, and 20 hours of private aircraft use. His existing equity awards continue to vest during the transition.
• At separation, subject to further conditions, Liaw is eligible for an additional $0.25M and accelerated vesting of remaining equity awards, which are scheduled to vest fully on or before 4/1/2027. The company also waived the 10-year holding period for his 4/1/2022 restricted stock units and removed price hurdles on the performance-based portions of stock options granted 3/9/2021 and 4/1/2022.
• The agreement extends the post-termination exercise period for unexercised options to the earlier of the 10th anniversary of the grant date or two years after separation; if the company terminates his services other than for a defined disqualifying reason, the outside date is 4/1/2032.