STOCK TITAN

Copart (NASDAQ: CPRT) grants new president $804K pay and 500K options

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

COPART, INC. (CPRT) reports revised compensation terms for Jane Pocock in connection with her appointment as President effective August 1, 2026. The Compensation Committee approved an annual base salary of $804,000, a target annual bonus of $643,000, and equity incentives under the company’s equity plan.

Pocock will receive restricted stock units with a grant-date value of $800,000, vesting over five years, and an option to purchase 500,000 shares at Fair Market Value as of August 16, 2026, also vesting over five years. 279,000 of these options carry an additional “Premium Price Hurdle,” requiring the stock price to reach at least 125% of the exercise price and maintain that level for 20 consecutive trading days and at exercise, subject to continued employment.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Base salary $804,000 per annum Compensation for Jane Pocock as President effective August 1, 2026
Target annual bonus $643,000 Target bonus opportunity for Jane Pocock as President
RSU grant value $800,000 Aggregate grant-date value of restricted stock units for Jane Pocock
Stock options granted 500,000 shares Option to purchase COPART common stock granted to Jane Pocock
Performance-based options 279,000 options Portion of options subject to Premium Price Hurdle
Premium Price Hurdle level 125% of exercise price Stock price threshold required for performance-based option exercisability
Performance period for hurdle 20 consecutive trading days Duration stock must meet or exceed Premium Price Hurdle before exercise
Vesting term 5 years Full vesting period for both RSUs and stock options
restricted stock units financial
"a grant of restricted stock units with an aggregate grant-date value of $800,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Fair Market Value financial
"at an exercise price per share equal to the Fair Market Value"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
Equity Incentive Plan financial
"as defined in the Company’s 2007 Amended and Restated Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Premium Price Hurdle financial
"subject to an additional performance-based vesting condition and will not become exercisable unless and until the trading price of the Company’s common stock equals or exceeds 125% of the per-share exercise price of the option (the “Premium Price Hurdle”)"

FAQ

What new compensation did COPART (CPRT) approve for President Jane Pocock?

COPART approved a $804,000 base salary, a target annual bonus of $643,000, $800,000 in RSUs, and options on 500,000 shares. All awards vest over five years, subject to plan terms and continued employment.

How do Jane Pocock’s restricted stock units vest at COPART (CPRT)?

Pocock’s RSUs with a grant-date value of $800,000 vest 20% on the first anniversary of August 1, 2026. Thereafter, 1/20th vests cumulatively every three months, leading to full vesting on the fifth anniversary.

What are the key terms of Jane Pocock’s stock options at COPART (CPRT)?

Pocock received options on 500,000 shares at Fair Market Value on August 16, 2026. 20% vests after one year from August 1, 2026, then 1/60th vests monthly, leading to full vesting and exercisability after five years.

What is the Premium Price Hurdle in COPART (CPRT) President’s option grant?

279,000 of Pocock’s options vest only if COPART’s stock trades at or above 125% of the exercise price. This level must be met for 20 consecutive trading days and at exercise, in addition to time-based vesting and continued employment.

When do the new compensation terms for COPART (CPRT) President Jane Pocock take effect?

The base salary of $804,000 and related role terms are effective as of August 1, 2026. Equity awards are granted with vesting schedules tied to the August 1, 2026 vesting commencement date and the August 16, 2026 grant date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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COPART INC true 0000900075 0000900075 2026-07-02 2026-07-02
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2026

 

 

COPART, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-23255   94-2867490

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

14185 Dallas Parkway

Suite 300

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

(972) 391-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   CPRT   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Explanatory Note

This amendment to the Current Report on Form 8-K filed on July 8, 2026, provides disclosure with respect to changes in compensation awarded to Jane Pocock in connection with her appointment as President of Copart, Inc. (the “Company”).

Section 5 - Corporate Governance & Management

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 16, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved the following compensation arrangements for Jane Pocock in connection with her appointment as President on August 1, 2026. Ms. Pocock will receive a base salary of $804,000 per annum effective as of August 1, 2026; she will also be eligible to receive a target annual bonus of $643,000; a grant of restricted stock units with an aggregate grant-date value of $800,000 that vest as to 20% of the underlying shares on the first anniversary of the August 1, 2026 vesting commencement date, with an additional 1/20th of the underlying shares vesting on a cumulative basis at the end of each three-month period thereafter, such that the shares will be fully vested on the fifth anniversary of the vesting commencement date; and a stock option to purchase 500,000 shares of the Company’s common stock at an exercise price per share equal to the Fair Market Value (as defined in the Company’s 2007 Amended and Restated Equity Incentive Plan (the “Plan”)) of a share of the Company’s common stock on the August 16, 2026 grant date, and scheduled to vest as to 20% of the underlying shares on the first anniversary of the August 1, 2026 vesting commencement date, with an additional 1/60th of the underlying shares vesting and becoming exercisable at the end of each month thereafter, such that the option will be fully vested and exercisable on the fifth anniversary of the vesting commencement date; provided that 279,000 of the stock options will be subject to an additional performance-based vesting condition and will not become exercisable unless and until the trading price of the Company’s common stock equals or exceeds 125% of the per-share exercise price of the option (the “Premium Price Hurdle”), with the Premium Price Hurdle required to be satisfied both at the time of exercise and at the closing trading price for each of the 20 consecutive trading days preceding the date of any exercise, assuming Ms. Pocock’s continued employment with the Company on each scheduled vesting date.

Ms. Pocock’s restricted stock unit award will be subject to the terms and conditions of the Plan and form of restricted stock unit award agreement for senior executives.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COPART, INC.
Dated: August 19, 2026  
    By:  

/s/ Leah Stearns

     

Leah Stearns, Chief Financial Officer

Principal Financial and Accounting Officer and duly Authorized Officer

Filing Exhibits & Attachments

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