Ana Dutra
CarParts.comAbout Ana Dutra
Ana Dutra (age 60) is an independent Class I director at CarParts.com (PRTS) since January 2022. She currently serves on the Nominating and Corporate Governance Committee. Her background includes CEO roles at The Executives’ Club of Chicago (2014–2018) and Korn/Ferry Consulting (2007–2013), and she holds an MBA (Kellogg, Northwestern), a Master’s in Economics (PUC–Rio), and a JD (Universidade Federal do Rio de Janeiro). She is NACD Directorship Certified and holds CERT (Carnegie Mellon) Cybersecurity Oversight and Diligent ESG/Climate Leadership certifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Executives’ Club of Chicago | Chief Executive Officer | 2014–2018 | Led CEO forum; executive networking and governance programming |
| Korn/Ferry Consulting | Chief Executive Officer | 2007–2013 | Strategy and talent advisory leadership |
| CME Group Inc. (Nasdaq: CME) | Director (prior) | Not disclosed | — |
| First Internet Bancorp (Nasdaq: INBK) | Director (prior) | Not disclosed | — |
| Amyris (Nasdaq: AMRS) | Director (prior) | Not disclosed | — |
| Eletrobras (NYSE: EBR) | Director (prior) | Not disclosed | — |
| Harvest Inc. (NCSX: HARV) | Director (prior) | Not disclosed | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pembina Pipeline (NYSE: PBA) | Director | Current | Not disclosed |
| Latino Corporate Directors Association (LCDA) | Director; Chair, Educational Foundation Board | Current | Governance and education leadership |
Board Governance
| Attribute | Detail |
|---|---|
| Board status | Independent non‑employee director; Board determined all directors except the CEO are independent under Nasdaq rules |
| Committee assignments | Nominating & Corporate Governance Committee (member); Committee currently chaired by Nanxi Liu; members: Liu (Chair), Dutra, Maier |
| Chair roles | None (not a committee chair) |
| Board structure | Classified (staggered) board; Class I (Greyson, Barnes, Dutra) up for election at 2025 Annual Meeting for terms expiring 2028 |
| Attendance and engagement | 2024 meetings held: Board 12; Audit 7; Compensation 8; Nominating & Corporate Governance 5; all directors attended ≥75% of aggregate meetings; all then‑serving directors attended 2024 annual meeting |
| Executive sessions | Board meets regularly in executive session without management; Chair and CEO roles are separated |
| Anti‑hedging/pledging | Insider trading policy prohibits short sales, pledging on margin, and derivatives by directors |
| Director ownership guideline | Each director must own stock equal to 2x the annual RSU grant within four years; elective plan allows fees to be paid in stock |
Fixed Compensation
| 2024 Director Cash Compensation Schedule | Amount (USD) |
|---|---|
| Annual cash retainer (non‑employee directors) | $50,000 |
| Audit Committee member fee | $7,500 |
| Compensation Committee member fee | $5,000 |
| Nominating & Corporate Governance Committee member fee | $2,500 |
| Chair retainers: Board / Audit / Compensation / Nominating & Corporate Governance | $25,000 / $22,000 / $10,000 / $7,500 |
| Ana Dutra – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $32,500 |
| Stock awards (grant‑date value) | $34,400 |
| Total | $66,900 |
Notes:
- The company typically grants $147,600 of RSUs to each non‑employee director on the annual meeting date; these vest at the next annual meeting, and vest immediately upon a change in control .
- In May 2024, due to stock plan share preservation, directors including Ms. Dutra received 32,800 RSUs valued at $34,440 on grant date, vesting at the 2025 annual meeting .
Performance Compensation
| Equity Grant Policy / Awards | Detail |
|---|---|
| Standard annual grant | $147,600 in RSUs on each annual meeting date; full vest at next annual meeting; immediate vest upon change in control |
| 2024 actual grant to Ms. Dutra | 32,800 RSUs; grant‑date value $34,440; vest at 2025 annual meeting (reduced award size to conserve plan shares) |
| Award type | Time‑based RSUs (no performance metrics disclosed for director equity) |
Other Directorships & Interlocks
| Company | Ticker | Status | Notes |
|---|---|---|---|
| Pembina Pipeline | NYSE: PBA | Current | Director |
| CME Group | Nasdaq: CME | Prior | Director |
| First Internet Bancorp | Nasdaq: INBK | Prior | Director |
| Amyris | Nasdaq: AMRS | Prior | Director |
| Eletrobras | NYSE: EBR | Prior | Director |
| Harvest Inc. | NCSX: HARV | Prior | Director |
- No related‑party transactions involving Ms. Dutra were disclosed; since 12/31/2022, no transactions >$120,000 with related persons other than those described (e.g., standard indemnification) were noted .
- Independence review explicitly considered FedEx Ground payments given another director’s prior role; Board concluded independence; no such consideration is noted for Ms. Dutra .
Expertise & Qualifications
- Growth, M&A and governance advisor; prior CEO experience at Korn/Ferry Consulting and The Executives’ Club of Chicago .
- Education: MBA (Kellogg), Master’s in Economics (PUC–Rio), JD (Universidade Federal do Rio de Janeiro) .
- Certifications: NACD Directorship Certified; CERT in Cybersecurity Oversight (Carnegie Mellon); Diligent ESG & Climate Leadership .
Equity Ownership
| Ownership Metric (as of 4/1/2025 unless noted) | Amount |
|---|---|
| Shares beneficially owned (Ana Dutra) | 102,464 |
| Percent of outstanding | <1% (58,320,309 shares outstanding) |
| RSUs outstanding (12/28/2024) | 32,800 RSUs |
| RSUs vesting within 60 days of 4/30/2025 | 32,800 (included in beneficial ownership) |
| Anti‑hedging/pledging policy | Prohibits hedging and pledging by directors |
| Director stock ownership guideline | 2x annual RSU grant value within 4 years of joining the Board |
Approximate ownership percentage based on reported shares outstanding: ~0.18% (102,464 / 58,320,309), derived from values above .
Governance Assessment
- Independence and committee fit: Ms. Dutra is an independent director serving on the Nominating & Corporate Governance Committee—appropriate alignment with her governance background .
- Attendance and engagement: The Board and its committees were active in 2024 (12 Board; 7 Audit; 8 Compensation; 5 Nominating & Governance), and all directors met the ≥75% attendance threshold; all then‑serving directors attended the 2024 annual meeting .
- Pay structure and alignment: 2024 director pay mixed cash and equity for Ms. Dutra ($32,500 cash; $34,400 equity), signaling alignment via equity; anti‑hedging/pledging policies are in place; director ownership guidelines require meaningful ownership (2x annual RSU grant) .
- Equity grants context: The company temporarily reduced 2024 director equity grant sizes to preserve plan shares (Ms. Dutra received 32,800 RSUs), a signal of share pool stewardship; standard policy remains $147,600 RSU grants vesting annually with change‑in‑control acceleration .
- Ownership: Ms. Dutra beneficially owns 102,464 shares (<1% of outstanding); RSUs vesting within 60 days are included in that figure, supporting “skin in the game” though below 1% as expected for an outside director .
- Conflicts/related‑party: No related‑party transactions involving Ms. Dutra disclosed; company policies route any such matters through Audit Committee review .
- Shareholder sentiment backdrop: Say‑on‑pay support was 88.9% in 2024, indicating generally constructive investor sentiment toward compensation governance during the period .
- Watch item: The Board uses a classified (staggered) structure, which some investors view as limiting annual accountability; however, this is a Board‑level feature, not specific to Ms. Dutra .
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