8-KLeadership Changes

COPART INC 8-K Report, Executive Changes (Dec 5, 2022)

Filed December 5, 2022For Securities:CPRT

Summary

Copart, Inc. (CPRT) announced a significant leadership change with the appointment of Leah C. Stearns as Senior Vice President and Chief Financial Officer, effective December 5, 2022. Ms. Stearns brings extensive financial leadership experience from her previous roles at CBRE Group and American Tower Corporation, including significant experience as a CFO and in corporate finance. This appointment signals a strategic move by Copart to bolster its financial leadership team with seasoned expertise. The company has outlined a comprehensive compensation package for Ms. Stearns, including a competitive base salary, annual bonus potential, and substantial equity awards designed to align her interests with long-term shareholder value.

Key Highlights

  • 1Appointment of Leah C. Stearns as Senior Vice President and Chief Financial Officer.
  • 2Ms. Stearns has a strong financial background, including prior CFO roles at CBRE Group and leadership positions at American Tower Corporation.
  • 3Effective date of Ms. Stearns' appointment is December 5, 2022.
  • 4Gavin Renfrew will transition from principal financial officer to Vice President for Global Accounting.
  • 5Ms. Stearns' compensation includes a $550,000 base salary and a target annual bonus of $450,000.
  • 6Significant equity awards include 60,000 restricted stock units, 30,000 service-based stock options, and 150,000 performance-based stock options, with multi-year vesting schedules.
  • 7The performance-based stock option has a stock price hurdle (125% of exercise price for 20 consecutive trading days) for exercisability.

Frequently Asked Questions

Leah C. Stearns has been appointed as Copart's new Senior Vice President and Chief Financial Officer. She has a strong financial background, having previously served as CFO of CBRE Group, Inc., and held various senior finance and operational roles at American Tower Corporation for 17 years, including leading its U.S. division as CFO and overseeing operations in EMEA as CEO. She also recently served as a senior executive advisor at CBRE Group, Inc.

Ms. Stearns will receive an annual base salary of $550,000. She is eligible for an annual cash bonus with a target of $450,000. Her compensation package also includes significant equity awards: 60,000 restricted stock units vesting over five years, 30,000 service-based stock options vesting over five years, and 150,000 special performance-based stock options that require both service-based vesting and a stock price performance condition (trading price at or above 125% of the exercise price for 20 consecutive trading days) to be exercisable.

Gavin Renfrew, who has been serving as the principal financial officer, will continue his role as the Company's Vice President for Global Accounting upon Ms. Stearns' commencement of employment.

In the event of an involuntary termination without cause or a resignation for good reason, Ms. Stearns is entitled to 50% of her then-current annual base salary as a lump sum, contingent on signing a severance agreement and release. Other termination scenarios are covered by the Company's general severance plans and policies. Importantly, her agreement does not provide for severance payments or accelerated vesting upon a change in control, unless equity awards are not assumed by a successor, in which case the compensation committee has discretion to accelerate vesting.