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James Emanuel's avatar

"Copart’s policy requires that executives maintain equity ownership that is greater than or equal to 3x their salary. In addition to that, these options vest over 5 years (20% annually), but they cannot be exercised unless the stock trades at 25% above the strike price for 20 consecutive trading days."

This disturbs me for the following reasons:

1. Executives should absolutely have equity stakes in the businesses they run, but not through gifted shares or free stock options. True alignment with shareholders comes when executives invest their own capital, just as they do at companies like Berkshire Hathaway and Constellation Software. A free option isn’t genuine skin in the game; it’s a one-sided bet, “heads I win, tails I don’t lose.”

2. The structure seems to be all wrong. It is a structure that creates incentives to pump the share price in the short-term, even if that's to the detriment of the company and its shareholders in the long-term. All sorts of games can be played - buying back overpriced stock to inflate per-share metrics, cutting necessary operating expenses, capitalizing costs that should be expensed, or stretching depreciation schedules. None of these things is good for the company or its shareholders - so this kind of structure is all wrong. It was exactly this kind of flawed incentive structure that contributed to the downfall of IBM under Lou Gerstner - once the world's most valuable company and now a shadow of its former self - a cautionary tale of how the wrong incentives can spectacularly backfire.

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PitchStack Investing's avatar

Smashing it out of the park with your first write up!

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