Barry Phelps
CarParts.comAbout Warren “Barry” Phelps III
Independent Chairman of the Board of CarParts.com since August 2017; director since September 2007. Age 78, with a BS in Mathematics (St. Lawrence University) and MBA (University of Rochester). Extensive executive leadership in communications technology, RF systems, and test/measurement; designated audit committee financial expert and currently chairs the Compensation Committee while serving on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirent Communications plc | President, Performance Analysis–Broadband Division; other executive roles | 2000–Sep 2006 | Led performance analysis business in communications tech |
| Netcom Systems | President & CEO | 1996–2000 | Led network test & measurement provider |
| MICOM Communications | Chairman & CEO (prior to Netcom) | Not specified | Executive leadership in communications equipment |
| Burroughs/Unisys | Financial management roles | Not specified | Finance leadership foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Empower RF Systems | Executive Chairman; prior Chairman & CEO | Executive Chairman since Jan 2013; Chairman & CEO Oct 2009–Jan 2013; Board member since Feb 2007 | Oversees strategy for high-power RF amplifiers (defense/commercial) |
| Luna Innovations | Director since May 2017; Chair of the Board since Jul 2024; Audit Committee Chair; Compensation Committee member | 2017–present (Chair since 2024) | Audit chair experience; board leadership in optical test products |
Board Governance
- Structure and independence: Board separates Chair and CEO; Phelps is independent Chairman; Board holds regular executive sessions without management .
- Committee assignments: Compensation Committee (Chair); Audit Committee (member); designated audit committee financial expert .
- Attendance and engagement: 2024 meeting cadence — Board (12), Audit (7), Compensation (8), Nominating & Corporate Governance (5); all directors attended at least 75% of their meetings; all directors attended the 2024 annual meeting .
- Independence determination: Board determined all directors except the CEO are independent under Nasdaq rules (includes Phelps) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Director Cash Retainer (2024) | $50,000 | Annual cash retainer for non-employee directors |
| Committee Membership Fees | Audit: $7,500; Compensation: $5,000; Nominating & Corporate Governance: $2,500 | Annual cash per membership |
| Committee Chair Fees | Compensation Chair: $10,000; Audit Chair: $22,000; Nominating Chair: $7,500 | Annual cash per chair role |
| Board Chair Additional Equity | $25,000 RSUs on annual meeting date (if ≥6 months in role) | Vests at next annual meeting; immediate vest on change in control |
| Phelps – Cash Fees Earned (2024) | $72,500 | Sum of cash retainer + Audit membership + Compensation membership + Compensation Chair |
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Value | Vesting | Special Terms |
|---|---|---|---|---|
| Annual Director RSU Grant (reduced in 2024 to conserve plan shares) | May 2024 | 38,355 RSUs; grant-date value $40,272 | Vests in full at 2025 annual stockholders meeting, contingent on continued service | Director RSUs vest immediately upon change in control |
Policy note: Directors may elect to receive fees in stock via the Director Payment Election Plan; stock ownership guidelines require directors to own ≥2x the annual independent director RSU grant within 4 years .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Luna Innovations | Chair of the Board; Audit Chair; Compensation Committee member | No related-party transactions with PRTS disclosed |
| Empower RF Systems | Executive Chairman | No related-party transactions with PRTS disclosed |
Expertise & Qualifications
- Financial and audit expertise: Audit committee financial expert; extensive finance and operations leadership .
- Industry: Communications technology, RF systems, optical test products; broad defense/commercial markets exposure .
- Governance: Long-tenured independent Chair; committee leadership; prior board trustee experience .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership | 417,233 shares; <1% of outstanding | Based on 58,320,309 shares outstanding (Apr 1, 2025) |
| Included RSUs (vesting within 60 days) | 38,355 RSUs | Director equity grant vesting at 2025 annual meeting |
| Included Options (exercisable within 60 days) | 70,000 options | Exercisable timing per proxy |
| Hedging/Pledging | Prohibited for directors and employees | |
| Ownership Guidelines | ≥2x annual director RSU grant within 4 years |
Governance Assessment
- Board effectiveness: Independent Chair, separation of Chair/CEO, regular executive sessions, and robust committee activity indicate strong governance infrastructure .
- Committee leadership and expertise: Phelps chairs Compensation and serves on Audit; designated audit financial expert — positive for oversight rigor .
- Alignment and pay structure: Mix of cash retainers and meaningful RSU grants with clear vesting; additional RSUs for Board Chair; stock ownership guidelines strengthen alignment .
- Conflicts and related-party exposure: No related-party transactions ≥$120,000 since Dec 31, 2022; Compensation Committee interlocks: none .
- Shareholder signals: Strong historical say-on-pay support (2017: 98.8%; 2020: 98.4%; 2023: 91.9%; 2024: 88.9%), suggesting investor confidence in compensation governance .
- Policy safeguards: Anti-hedging/pledging, director equity immediate vest on change-in-control (clarity on treatment), and independent consultant supporting compensation decisions .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, or option repricing; Compensation Committee comprised solely of independent directors .