David Meniane
CarParts.comAbout David Meniane
David Meniane (age 42) is Chief Executive Officer and a director of CarParts.com (PRTS). He became CEO in April 2022 after serving as COO and CFO (2019–2022). He holds a B.S. in accounting and an M.S. in taxation from USC and is a CPA . Under his tenure, 2024 revenue was $588.8 million while both revenue and Adjusted EBITDA fell below incentive plan thresholds; long‑term PRSUs for 2024 did not vest on 1‑year TSR, and Say‑on‑Pay support in 2024 was 88.9% . In 2025, Q3 net sales were $127.8 million with a net loss of $10.9 million; the company is pursuing strategic alternatives and secured a $25 million 2% PIK convertible note and $10.7 million equity investment with lock‑ups/standstills .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CarParts.com | Chief Operating & Financial Officer | 2019–2022 | Unified finance and operations ahead of CEO transition |
| L.A. Libations | Executive Vice President | 2016–2019 | Start‑up accelerator for CPGs; growth/execution exposure |
| Victoria’s Kitchen | Chief Executive Officer | 2011–2017 | Built specialty beverage co.; sold to Hispanica International in 2017 |
| Aflalo & Harkham Investments | Chief Financial Officer | Prior to 2011 | Real estate investment CFO experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Meniane |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $591,115 | $646,000 | $698,000 |
| Car Allowance ($) | — | — | $12,000 |
| 401(k) Match ($) | — | — | $7,911 |
| Health & Life Insurance (Company‑paid) ($) | — | — | $30,085 |
| Total Fixed (illustrative) ($) | — | — | $49,996 other comp detail (sum of line items shown) |
Notes: Employee benefits available to all employees; no supplemental retirement plan/SERP; no tax gross‑ups .
Performance Compensation
Annual Cash/Equity Bonus (AIP) – 2024 Design and Outcome
| Component | Weight | Minimum | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Sales | 35% | $687.85m | $700.00m | $724.30m | Below minimum | 0% |
| Adjusted EBITDA | 35% | $15.0m | $20.0m | $25.0m | Below minimum | 0% |
| Individual MBOs | 30% | 50% threshold | 100% | 200% | Not applied (Company override) | 0% |
- Target bonus: CEO 100% of base salary; annual bonus typically delivered 50% at target via 1‑year PRSUs with any above‑target in cash. For 2024, no cash bonuses were paid to NEOs due to performance .
Long‑Term Incentives (LTI) – Structure and 2024 Grants
- Mix: 50% time‑based RSUs (3‑year, equal annual tranches) and 50% PRSUs tied to relative TSR vs Russell 2000 over a 3‑year period; 1/3 may be earned after each of years 1 and 2; threshold at 25th percentile; target at 50th; max at 75th (200% of target); TSR cap at 100% if absolute TSR is negative .
- Special retention RSUs in Jan 2024: additional award to address retention risks (50% vest at 1‑year; remainder quarterly through year 2) .
| Grant (1/16/2024) | Type | # Units | Vesting |
|---|---|---|---|
| CEO (Meniane) | PRSU (TSR) | 344,889 | 3‑year performance schedule |
| CEO (Meniane) | RSU (time‑based) | 344,889 | 3‑year, equal annual tranches |
| CEO (Meniane) | RSU (Retention) | 350,000 | 50% at 1‑yr; balance quarterly to 2‑yrs |
2024 outcomes: 1‑year TSR goal for 2024 PRSUs and prior‑year PRSUs did not meet threshold; no vesting on 1‑year measurement .
Summary Compensation (realized/grant-date)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 591,115 | 646,000 | 698,000 |
| Bonus (Cash) | — | — | — |
| Stock Awards (Grant‑date FV) | 5,813,754 | 3,220,000 | 3,460,364 |
| Non‑Equity Incentive (Cash) | 145,681 | 193,800 | — |
| All Other Comp | 53,766 | 46,531 | 49,996 |
| Total | 6,589,554 | 4,106,331 | 4,208,360 |
Equity Ownership & Alignment
- Beneficial ownership (4/1/2025): 2,588,611 shares (4.4% of 58,320,309 shares outstanding) .
- Breakdown (12/28/2024):
- Options exercisable: 125,000 @ $1.00 (exp. 3/15/2029); 68,540 @ $2.12 (exp. 12/30/2029) .
- Unvested time‑based RSUs outstanding: 923,064 (sum of lines; market value overall not provided as a single total; each line valued at $0.95 as shown) .
- Unearned PRSUs outstanding at target: 740,638 (subject to TSR goals) .
- Anti‑hedging/pledging: Short sales, derivatives, and pledging/margin purchases are prohibited for directors and employees .
- Stock ownership guidelines: CEO must hold shares equal to 600% of base salary; retention ratio requires CEO to hold at least two‑thirds of all vested restricted stock for 36 months; compliance measured annually .
Employment Terms
| Term | Detail |
|---|---|
| Position | CEO and director (since April 23, 2022) |
| Base salary | $698,000; annual review |
| Target bonus | Up to 100% of base salary (form can be cash, stock, or restricted stock) |
| Severance (non‑cause / good reason) | 12 months’ base salary; pro‑rated target bonus only if annual bonuses are paid to a majority of eligible employees; up to 12 months COBRA reimbursement |
| Change‑in‑control (CIC) treatment | Double‑trigger: If terminated without cause or resigns for good reason within 3 months before to 12 months after a CIC, all equity (options, RSUs, PRSUs at target) accelerates; severance continuation for 12 months (offset by certain outside earnings in months 7–12) |
| Clawback | Nasdaq‑compliant incentive compensation recovery policy adopted May 25, 2023; legacy clawback also applies for prior periods |
| Other | No option repricing; no tax gross‑ups; no supplemental retirement benefits |
Board Governance
- Role and independence: Meniane serves as CEO and director (Class III; term expires at 2027 AGM). He is not independent; all other directors except the CEO are independent .
- Board leadership: Separate Chair and CEO structure; regular executive sessions of independent directors .
- Committees: Audit; Compensation; Nominating & Corporate Governance. Meniane, as CEO, is not listed as a committee member .
- Attendance and meetings: 2024 — Board met 12 times; all directors attended at least 75% of meetings .
- Director compensation: Employee directors are not paid board fees or equity as directors .
- Director stock ownership guidelines: Non‑employee directors must hold stock equal to 2× annual director RSU grant within 4 years .
Director Compensation Committee & Pay Governance
- Compensation Committee: Barry Phelps (Chair), Jim Barnes, Jay Greyson — all independent .
- Independent consultant: Compensia advises committee; peer group reviewed; target positioning around peer median, with heavier weighting to at‑risk equity .
- Say‑on‑Pay: Annual vote through 2029; 2024 approval 88.9% (prior: 2017 98.8%, 2020 98.4%, 2023 91.9%) .
Performance & Track Record (select markers)
- 2024 results below AIP thresholds: revenue $588.8m vs. $687.9m minimum; Adjusted EBITDA $(7.1)m vs. $15.0m minimum; no AIP cash payout .
- Pay‑versus‑performance: 2024 compensation actually paid to CEO was $308k; TSR value of initial $100 investment = $43.03 vs. peer index $143.77; revenue disclosed in PVP table; net loss $(40.6)m .
- 2025 Q3 update: Net sales $127.8m (−11.7% YoY); net loss $(10.9)m; YTD net sales $427.1m; gross margin 33.1% in Q3; Adjusted EBITDA $(2.2)m in Q3 .
- Strategic actions: March 2025 launch of strategic alternatives process; Sept 2025 $10.7m equity at $1.04/share and $25m 2% PIK convertible notes (maturing 2028) with lock‑ups, standstill, and future board designation rights upon conversion; board reduced to six directors in Oct 2025 in connection with investors; CFO resigned Nov 2025; interim CFO appointed Nov 2025 .
Compensation Structure Analysis
- Equity‑heavy mix with explicit relative TSR metrics; no options awarded in 2024; move toward RSUs increases retention but lowers performance leverage versus options .
- 2024 special retention RSUs (CEO $1.022m value, 350k shares) in response to retention risk and stock volatility; accelerated vesting not provided outside CIC double‑trigger; committee disclosed one‑off nature and independent benchmarking .
- No bonuses paid for 2024 AIP as company fell below thresholds; long‑term PRSUs did not vest on 1‑year TSR, reinforcing pay‑for‑performance linkage .
- Governance safeguards: Clawback policy; no option repricing; anti‑hedging/pledging; robust ownership/holding requirements (CEO 600% salary; 2/3 holding for 36 months) .
Vesting Schedules & Insider Selling Pressure
- Near‑term supply: CEO 350,000 retention RSUs vest 50% at first anniversary (Jan 2025) and then quarterly to the second anniversary (Jan 2026) .
- Mitigants: CEO must retain at least two‑thirds of vested restricted shares for 36 months until guidelines are met; no pledging/hedging allowed .
Risk Indicators & Red Flags
- Operating headwinds: Revenue and EBITDA shortfalls; 2025 YTD net losses; inventory/marketing mix adjustments impacting sales trajectory .
- Leadership transitions: CFO resignation (Nov 2025) and interim appointment elevate execution risk during strategic review .
- Capital structure changes: $25m convertible notes at $1.20 conversion price add potential dilution; investor standstill/lock‑ups and board observer rights alter governance dynamics; revolver capacity reduced to $25m and maturity shortened (Sept 2026) .
- NOL preservation: Tax Benefits Preservation Plan adopted in 2024; may constrain ownership changes and affect M&A optionality (8‑K reference).
Equity Ownership Detail (as of 12/28/2024 unless noted)
| Category | Units/Value |
|---|---|
| Options exercisable | 125,000 @ $1.00 (exp. 3/15/2029) |
| Options exercisable | 68,540 @ $2.12 (exp. 12/30/2029) |
| Unvested time‑based RSUs | 923,064 units; each line valued at $0.95 in table |
| Unearned PRSUs (target) | 740,638 units |
| Beneficial ownership (4/1/2025) | 2,588,611 shares (4.4%) |
| Shares outstanding (4/1/2025) | 58,320,309 |
Board Service & Dual‑Role Considerations
- Board tenure: Director since 2022; Class III with term to 2027 AGM .
- Independence: Not independent as CEO; board majority independent; separate Chair/CEO mitigates power concentration .
- Committee roles: None indicated for CEO; independent directors staff Audit, Compensation, and Nominating & Governance .
Investment Implications
- Pay‑for‑performance alignment is intact: no 2024 AIP cash; PRSUs did not vest on 1‑year TSR; substantial equity holding/retention requirements should dampen near‑term selling pressure despite sizable 2024–2026 RSU vesting .
- Retention risk addressed via special RSUs, but execution risk remains elevated during strategic alternatives and CFO transition; governance mitigants include double‑trigger CIC, clawback, and independent comp oversight .
- Capital and governance shifts from Sept–Oct 2025 investment (equity + converts) introduce dilution scenarios and standstill/lock‑up dynamics; watch conversion, board designations upon note conversion, and revolver covenants into 2026 .
- Trading signals: Upcoming RSU vesting (through Jan 2026) vs. 2/3 mandatory hold and no‑pledging policy; strategic process headlines and any investor‑driven operating partnerships from the commercial agreements could be catalysts .