Copart's Net Income Jumps 13.9% to $1.5B in Record Fiscal 2025

Ticker: CPRT · Form: DEF 14A · Filed: Oct 24, 2025 · CIK: 900075

Sentiment: bullish

Topics: Automotive, Salvage Auction, Financial Performance, Executive Compensation, Corporate Governance, Sustainability, Liquidity

Related Tickers: CPRT, IAA

TL;DR

**CPRT is crushing it with record net income and massive liquidity, making it a solid long-term play in the auto salvage market.**

AI Summary

Copart Inc. (CPRT) reported a record-setting fiscal year 2025, with net income increasing by 13.9% to $1.5 billion. The company demonstrated strong financial health, boasting total liquidity of $6 billion as of July 31, 2025, which includes $4.7 billion in cash and treasury securities and an additional $1.25 billion in undrawn credit facility capacity. Total assets on the balance sheet exceeded $10 billion. The DEF 14A filing outlines the agenda for the 2025 annual meeting on December 5, 2025, which includes the election of twelve director nominees, an advisory vote on executive compensation for fiscal year 2025, and the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2026. Executive compensation for fiscal 2025 saw CEO Jeffrey Liaw receive $2,072,692, including a $900,000 salary and $1,093,400 in non-equity incentive plan compensation. The company emphasizes its role in the automotive circular economy, facilitating vehicle reuse and recycling, which aligns with its sustainability strategy focused on reducing environmental impacts and promoting socioeconomic mobility.

Why It Matters

Copart's robust financial performance, with a 13.9% increase in net income to $1.5 billion and $6 billion in liquidity, signals strong operational efficiency and market dominance in the vehicle remarketing industry. For investors, this indicates a stable and growing company capable of weathering economic shifts, potentially leading to continued stock appreciation. Employees benefit from a financially healthy company, ensuring job security and potential for growth. Customers, including insurers and vehicle buyers, rely on Copart's extensive network and efficient processes, which are bolstered by this financial strength. In a competitive landscape, Copart's significant asset base and liquidity position it favorably against rivals like IAA, enabling strategic investments and market expansion.

Risk Assessment

Risk Level: low — The filing highlights a strong financial position with net income up 13.9% to $1.5 billion and total liquidity of $6 billion as of July 31, 2025, including $4.7 billion in cash. This substantial liquidity and consistent profitability indicate a low financial risk profile for Copart.

Analyst Insight

Investors should consider holding or increasing their position in CPRT, given its strong financial performance and robust liquidity. The company's consistent profitability and strategic focus on the circular economy suggest continued growth potential.

Financial Highlights

total Assets
$10B+
net Income
$1.5B
cash Position
$4.7B

Executive Compensation

NameTitleTotal Compensation
A. Jayson AdairExecutive Chairman$432,172
Jeffrey LiawChief Executive Officer$2,072,692
Leah C. StearnsSenior Vice President and Chief Financial Officer$1,056,305

Key Numbers

Key Players & Entities

FAQ

What were Copart's key financial achievements in fiscal year 2025?

Copart achieved a record-setting fiscal year 2025 with net income rising 13.9% to $1.5 billion. The company also reported total liquidity of $6 billion as of July 31, 2025, which included $4.7 billion in cash and treasury securities.

Who are the key executive officers at Copart and what was their compensation in fiscal 2025?

The key executive officers mentioned are A. Jayson Adair (Executive Chairman), Jeffrey Liaw (Chief Executive Officer), and Leah C. Stearns (Senior Vice President and Chief Financial Officer). Jeffrey Liaw's total compensation for fiscal 2025 was $2,072,692, including a $900,000 salary.

What are the main proposals for the Copart 2025 annual meeting of stockholders?

Stockholders will be asked to elect twelve director nominees, approve on an advisory basis the compensation of named executive officers for fiscal year 2025, and ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.

How does Copart address sustainability in its business model?

Copart's business inherently supports the automotive circular economy by facilitating the reuse and recycling of millions of vehicles and parts each year. This process helps avoid millions of tons of carbon dioxide equivalents, aligning with its sustainability strategy focused on reducing environmental impacts and promoting socioeconomic mobility.

What is Copart's approach to corporate governance and board independence?

Copart maintains a board comprised of a majority of independent directors and separates the roles of Chairman of the Board and Chief Executive Officer. The company also has a lead independent director who reviews and approves board agendas and leads executive sessions.

What is the record date for voting at Copart's 2025 annual meeting?

The record date for voting at Copart's 2025 annual meeting of stockholders is October 10, 2025. Only stockholders of record as of the close of business on this date are entitled to vote.

Where can stockholders access Copart's annual report and proxy materials?

Stockholders can access Copart's annual report on Form 10-K for the fiscal year ended July 31, 2025, and other proxy materials by visiting www.edocumentview.com/CPRT.

What are the key components of Copart's executive compensation philosophy?

Copart's executive compensation philosophy includes a substantial portion of named executive officers' compensation being at-risk, setting challenging performance goals with capped payouts, and evaluating compensation against an appropriate peer group. They also prohibit short sales or hedging of equity interests.

How does Copart manage risk at the board level?

Copart's Board of Directors has ultimate oversight responsibility for risk management, receiving regular reports from senior management on operational, financial, legal, compliance, regulatory, strategic, and reputational risks. The Audit Committee oversees financial and cybersecurity risks, while the Compensation Committee considers risks related to compensation policies.

What is the voting standard for director elections at Copart?

Copart's bylaws provide for a majority voting standard in the election of directors for uncontested elections. In the event of a contested election, the standard reverts to a plurality voting standard.

Industry Context

Copart operates within the automotive circular economy, acting as an intermediary for vehicle recycling and reuse. This business model inherently supports environmental sustainability by facilitating the repurposing of vehicles, thereby avoiding the carbon emissions associated with manufacturing new ones. The company's operations align with global trends towards sustainability and resource efficiency.

Regulatory Implications

As a publicly traded company, Copart is subject to SEC regulations, including the requirement to file proxy statements like the DEF 14A. Compliance with disclosure requirements regarding executive compensation, corporate governance, and financial performance is critical. Any misstatements or omissions could lead to regulatory scrutiny and penalties.

What Investors Should Do

  1. Review the election of director nominees to understand the board's composition and independence.
  2. Evaluate the advisory vote on executive compensation to gauge alignment between pay and performance.
  3. Consider the ratification of the independent auditor, Ernst & Young LLP, for fiscal year 2026.
  4. Analyze the executive compensation details to assess the company's pay philosophy and its alignment with shareholder interests.

Key Dates

Glossary

NEO
Named Executive Officer (Refers to the top executives whose compensation is detailed in the proxy statement.)
Non-Equity Incentive Plan Compensation
Compensation earned under a performance-based incentive plan that does not involve the company's stock. (A significant component of compensation for executives like Jeffrey Liaw, tied to company performance.)
DEF 14A
Definitive Proxy Statement filed with the SEC. (This document provides detailed information about the company's annual meeting agenda, executive compensation, and corporate governance.)

Year-Over-Year Comparison

The provided DEF 14A focuses on fiscal year 2025. While it highlights a record-setting year with a 13.9% increase in net income to $1.5 billion, direct year-over-year comparisons of key financial metrics like revenue growth and margin changes are not explicitly detailed within this excerpt. The compensation figures for fiscal year 2025 are presented, but a comparison to fiscal year 2024 compensation is not available in this text.

Filing Stats: 4,441 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2025-10-24 13:20:00

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 53 Equity Award Timing Procedures 53 Pay Ratio 53 Fiscal Year 2025 Summary Compensation Table 55 Grants of Plan-Based Awards in Fiscal Year 2025 55 Outstanding Equity Awards at 2025 Fiscal Year End 56 Stock Vested in Fiscal Year 2025 57 Pension Benefits and Non-Qualified Deferred Compensation 57 Potential Post-Employment Payments upon Termination or Change in Control 57 Equity Compensation Plan Information 59 Pay Versus Performance 60 Related Party Transactions and Delinquent Section 16(a) Reports 66 Audit Committees Approval Policy 66 Related Person Transactions 66 Delinquent Section 16(a) Reports 66

Security Ownership

Security Ownership 68 Questions and Answers About the Proxy Materials and Annual Meeting 71 Other Matters 80 Other Matters 80 Adjournment of the 2025 Annual Meeting 80 Annual Report on Form 10-K for the Fiscal Year Ended July 31, 2025 80 Site of the Copart, Inc. 2025 Annual Meeting 81 Table of Contents Table of Contents

Forward-Looking Statements

Forward-Looking Statements This proxy statement, including the section entitled "Compensation Discussion and Analysis" set forth below, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements are based on our current expectations and involve risks and uncertainties that may cause our actual results to differ materially from those anticipated by these forward-looking statements. These forward-looking statements may include statements regarding actions to be taken by us in the future. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the section on forward-looking statements and in the risk factors in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended July 31, 2025, and in our periodic reports on Form 10-Q and current reports on Form 8-K as filed with the SEC. Table of Contents Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. 2025 Annual Meeting of Stockholders Meeting Date Friday, December 5, 2025 Record Date October 10, 2025 Meeting Time 8:00 a.m., Central Standard Time Vote Your Shares Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2025 annual meeting. Internet www.investorvote.com/CPRT Phone 1-800-652-VOTE or the number provided on your voting instructions Mail Use the postage-paid envelope provided if you receive printed proxy materials Attend the Meeting

Executive Compensation Highlights

Executive Compensation Highlights Set forth below is the fiscal 2025 compensation for each NEO (as defined in the "Compensation Discussion and Analysis" section of this proxy statement) as determined under U.S. Securities and Exchange Commission ("SEC") rules. See the Fiscal Year 2025 Summary Compensation Table and the accompanying notes to the table beginning on page 55 for more information. Name and Principal Position Fiscal Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) A. Jayson Adair Executive Chairman 2025 1 — — — — 432,171 432,172 Jeffrey Liaw Chief Executive Officer 2025 900,000 — — — 1,093,400 79,292 2,072,692 Leah C. Stearns Senior Vice President and Chief Financial Officer 2025 580,591 — — — 464,000 11,714 1,056,305 COPART, INC. 4 2025 PROXY STATEMENT Table of Contents 2025 Proxy Statement Summary What We Do What We Don't Do Our Compensation Committee consists entirely of independent directors No guaranteed salary increases or bonuses We hold a "say-on-pay" vote annually No excessive benefits and perquisites We regularly engage with our stockholders No special executive retirement plans A substantial portion of our named executive officers' compensation is at-risk No tax gross-up upon a change of control We set challenging performance goals and cap the payouts under our executive bonus plan No incentives for inappropriate risk-taking We provide reasonable severance and change in control benefits No short sales or hedging of equity interests, or transactions involving derivatives of our securities We evaluate our levels of executive compensation against an appropriate peer group No discounting, reloading or repricing of stock options We maintain an equity ownership policy that prohibits our executive officers from selling shares unless they meet the

: Gender

Part I: Gender Directors 2 10

: Demographic Background

Part II: Demographic Background African American or Black 1 0 Asian 0 2 White 1 8 (1) Willis J. Johnson and A. Jayson Adair are company founders. Fiscal 2025 Board Meetings During fiscal 2025, our Board held five meetings. Each of our directors attended or participated in 75% or more of the total number of meetings of our Board held during the period of their service. Each of the directors also attended or participated in 75% or more of the meetings held by the standing committees of our Board on which they served during the past fiscal year. Board Leadership Structure Chairman of the Board Our Board believes that it is important to retain its flexibility to allocate the responsibilities of the positions of the Chairman of our Board and chief executive officer in a way that it believes is in our best interests. Currently, the roles of Chairman of our Board and chief executive officer have been separated by our Board. Willis J. Johnson is our Chairman of the Board, and Jeffrey Liaw is our chief executive officer. Our Board believes that the separation of the offices of Chairman of the Board and chief executive officer is appropriate at this time because it allows our chief executive officer to focus primarily on our business strategy, operations, and corporate vision, while the Chairman of the Board provides guidance to the chief executive officer, sets the agenda for Board meetings with consultation of our lead independent director, and presides over meetings of the full Board. Our Board's administration of risk oversight has not affected its leadership structure. COPART, INC. 10 2025 PROXY STATEMENT Table of Contents CORPORATE GOVERNANCE AND BOARD OF DIRECTORS Executive Chairman In April 2023, as part of our management succession plan, A. Jayson Adair transitioned into his current role as executive chairman from his former position as co-chief executive officer. In his role as executive chairman, Mr. Adair actively advises o

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