CarParts.com, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

4 Months Ended

8 Months Ended

12 Months Ended

Apr. 15, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay Versus Performance

The following table reports the compensation of our Principal Executive Officers (“PEOs”) or CEOs and the average compensation of the other non-CEO NEOs as reported in the Summary Compensation Table for the past three fiscal years, as well as Compensation Actually Paid (“CAP”) as calculated under new Pay-Versus-Performance (“PVP”) disclosure requirements and certain performance measures required by the rules. The disclosure covers our three most-recent fiscal years, which will expand incrementally over the next two years to a rolling five years. Dollar amounts reported as CAP are computed in accordance with Item 402(v) of Regulation S-K.

							Value of Initial Fixed $100 Investment Based On:
Fiscal Year	Summary Compensation Table Total for First PEO	Compensation Actually Paid to First PEO⁽¹⁾	Summary Compensation Table Total for Second PEO	Compensation Actually Paid to Second PEO⁽¹⁾	Average Summary Compensation Table Total for non-PEO NEOs	Average Compensation Actually Paid to non-PEO NEOs⁽¹⁾⁽²⁾	Total Shareholder Return⁽³⁾	Peer Group Total Shareholder Return⁽³⁾	Net Income (In thousands)	Revenue (in thousands)
2022	$7,968,902	($6,095,075)	$6,443,873	$1,370,234	$2,187,729	$549,094	$284.55	$109.59	($951)	$661,604
2021	$4,186,297	$9,946,222	$0	$0	$1,645,704	$3,690,466	$509.09	$137.74	($10,339)	$582,440
2020	$2,001,650	$24,365,673	$0	$0	$954,086	$9,946,269	$563.18	$119.96	($1,513)	$443,884

(1)	To calculation CAP, as defined by the SEC, the following deductions and additions were made to the Summary Compensation Table totals:

First PEO – Lev Peker – Summary Compensation Table Total to CAP Reconciliation
Fiscal Year	2020	2021	2022
Summary Compensation Table Total	$2,001,650	$4,186,297	$7,968,902
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	($1,507,000)	($3,614,415)	($7,861,712)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$15,617,949	$5,711,202	$0
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$4,994,356	($751,287)	$0
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$1,418,923	$62,577	$0
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$1,839,795	$4,351,848	$357,135
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$0	$0	($6,559,400)
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0
Compensation Actually Paid	$24,365,673	$9,946,222	($6,095,075)

Second PEO – David Meniane – Summary Compensation Table Total to CAP Reconciliation
Fiscal Year	2020	2021	2022
Summary Compensation Table Total	$0	$0	$6,443,873
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$0	$0	($5,813,754)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$0	$0	$3,535,149
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$0	$0	($1,648,372)
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$0	$0	$0
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$0	$0	($1,146,662)
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$0	$0	$0
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0
Compensation Actually Paid	$0	$0	$1,370,234

Average Non–PEO NEO — Summary Compensation Table Total to CAP Reconciliation
Fiscal Year	2020	2021	2022
Summary Compensation Table Total	$954,086	$1,645,704	$2,187,729
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	($574,400)	($1,242,718)	($1,788,515)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$6,068,565	$1,912,753	$1,147,519
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$2,344,975	($239,417)	($595,769)
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$469,768	$54,121	$0
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$683,276	$1,560,023	($401,870)
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$0	$0	$0
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0
Compensation Actually Paid	$9,946,269	$3,690,466	$549,094

(2)	The Non-PEO NEOs include the following individuals for the years indicated:

•	2020 – David Meniane and Houman Akhavan

•	2021 – David Meniane, Houman Akhavan, Alfredo Gomez, and Sanjiv N. Gomes

•	2022 – Houman Akhavan, Alfredo Gomez, Ryan Lockwood, and Kals Subramanian

(3)	Total Shareholder Return is measured based on an assumed investment of $100 as of December 31, 2019 in both the common stock of the Company and the peer group, and assumes reinvestment of dividends. The Russell 2000 Index has been selected as the peer group for this comparison.

Company Selected Measure Name

Revenue

Named Executive Officers, Footnote [Text Block]

(2)	The Non-PEO NEOs include the following individuals for the years indicated:

•	2020 – David Meniane and Houman Akhavan

•	2021 – David Meniane, Houman Akhavan, Alfredo Gomez, and Sanjiv N. Gomes

•	2022 – Houman Akhavan, Alfredo Gomez, Ryan Lockwood, and Kals Subramanian

Peer Group Issuers, Footnote [Text Block]

(3)	Total Shareholder Return is measured based on an assumed investment of $100 as of December 31, 2019 in both the common stock of the Company and the peer group, and assumes reinvestment of dividends. The Russell 2000 Index has been selected as the peer group for this comparison.

Adjustment To PEO Compensation, Footnote [Text Block]

(1)	To calculation CAP, as defined by the SEC, the following deductions and additions were made to the Summary Compensation Table totals:

First PEO – Lev Peker – Summary Compensation Table Total to CAP Reconciliation
Fiscal Year	2020	2021	2022
Summary Compensation Table Total	$2,001,650	$4,186,297	$7,968,902
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	($1,507,000)	($3,614,415)	($7,861,712)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$15,617,949	$5,711,202	$0
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$4,994,356	($751,287)	$0
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$1,418,923	$62,577	$0
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$1,839,795	$4,351,848	$357,135
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$0	$0	($6,559,400)
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0
Compensation Actually Paid	$24,365,673	$9,946,222	($6,095,075)

Second PEO – David Meniane – Summary Compensation Table Total to CAP Reconciliation
Fiscal Year	2020	2021	2022
Summary Compensation Table Total	$0	$0	$6,443,873
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$0	$0	($5,813,754)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$0	$0	$3,535,149
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$0	$0	($1,648,372)
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$0	$0	$0
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$0	$0	($1,146,662)
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$0	$0	$0
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0
Compensation Actually Paid	$0	$0	$1,370,234

Non-PEO NEO Average Total Compensation Amount

$ 2,187,729

$ 1,645,704

$ 954,086

Non-PEO NEO Average Compensation Actually Paid Amount

$ 549,094

3,690,466

9,946,269

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(1)	To calculation CAP, as defined by the SEC, the following deductions and additions were made to the Summary Compensation Table totals:

Average Non–PEO NEO — Summary Compensation Table Total to CAP Reconciliation
Fiscal Year	2020	2021	2022
Summary Compensation Table Total	$954,086	$1,645,704	$2,187,729
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	($574,400)	($1,242,718)	($1,788,515)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$6,068,565	$1,912,753	$1,147,519
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$2,344,975	($239,417)	($595,769)
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$469,768	$54,121	$0
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$683,276	$1,560,023	($401,870)
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$0	$0	$0
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0
Compensation Actually Paid	$9,946,269	$3,690,466	$549,094

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid Versus Company Performance

The graphs below depict the relationship between each of financial performance measures in the pay versus performance table above and compensation actually paid to our former and current CEOs and, on average, to our other NEOs, for each the three previous fiscal years.

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid Versus Company Performance

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid Versus Company Performance

Total Shareholder Return Vs Peer Group [Text Block]

Compensation Actually Paid Versus Company Performance

Tabular List [Table Text Block]

Performance Measures

The performance measures which we believe are most important and are used in determining compensation paid to each of our named executive officers can vary by individual. Included in the table below are the most important performance measures used to link compensation actually paid to company performance, by executive officer, for the fiscal year ended December 31, 2022.

Most Important Performance Measures

Revenue

Adjusted EBITDA*

Relative Total Shareholder Return

*	Adjusted EBITDA is a non-GAAP measure used by management and our board of directors to assess our financial performance. Appendix A sets forth our reconciliation of Adjusted EBITDA (in millions).

Total Shareholder Return Amount

$ 284.55

509.09

563.18

Peer Group Total Shareholder Return Amount

109.59

137.74

119.96

Net Income (Loss)

$ (951,000)

$ (10,339,000)

$ (1,513,000)

Company Selected Measure Amount

661,604,000

582,440,000

443,884,000

PEO Name

Lev Peker

David Meniane

Lev Peker

Measure [Axis]: 1

Pay vs Performance Disclosure [Table]

Measure Name

Revenue

Measure [Axis]: 2

Pay vs Performance Disclosure [Table]

Measure Name

Adjusted EBITDA

Non-GAAP Measure Description [Text Block]

*	Adjusted EBITDA is a non-GAAP measure used by management and our board of directors to assess our financial performance. Appendix A sets forth our reconciliation of Adjusted EBITDA (in millions).