Jay K. Greyson
CarParts.comAbout Jay K. Greyson
Independent director of CarParts.com, Inc. since 2014; age 65. Greyson is Partner, Managing Director, and Principal at Supply Chain Equity Partners (co‑founded in 2006), with prior roles as Founding Partner and Chief Compliance Officer at Vetus Partners and practice leader at Brown Gibbons Lang & Company. He holds a B.S.E.E. (University of Virginia) and an MBA (University of Chicago), is NACD Directorship Certified, and completed CERT Certification in Cybersecurity Oversight; the Board recognizes him as an Audit Committee Financial Expert. He is independent under Nasdaq rules and is standing for re‑election as a Class I director at the 2025 AGM.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Supply Chain Equity Partners | Partner, Managing Director, Principal; Co‑founder | 2006–present | Non‑Executive Chair across portfolio companies; leads strategic and execution initiatives |
| Vetus Partners | Founding Partner; Chief Compliance Officer | Pre‑2006 | Specialized in middle‑market M&A advisory |
| Brown Gibbons Lang & Company | Established and led practice groups | Prior to Vetus | Investment banking practice leadership |
| Various operating companies | GM, National Sales Manager, Product & Marketing Manager | Not disclosed | Operating experience in manufacturing, distribution, supply chain |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Supply Chain Equity portfolio companies | Non‑Executive Chairman | Ongoing | Private company boards (not individually named) |
| Public company directorships (current/recent) | — | — | None disclosed in proxy for Greyson |
Board Governance
- Independence: Independent (Board determined all directors except CEO are independent under Nasdaq) .
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Nominating & Corporate Governance .
- Financial expert: Board determined Greyson (and Phelps) qualify as “audit committee financial expert” (SEC definition) .
- Attendance: In 2024 the Board met 12x; Audit 7x; Compensation 8x; Nominating 5x; all directors attended at least 75% of Board/committee meetings; all then‑serving directors attended the 2024 annual meeting .
- Board leadership and engagement: Chairman and CEO roles separated; Board meets regularly in executive session without management .
Committee roles (current)
| Committee | Role | Key Oversight |
|---|---|---|
| Audit | Chair | Financial reporting, internal control, auditor oversight, risk assessment; private sessions with internal finance and auditors; Code of Ethics administration |
| Compensation | Member | Executive and director pay, equity plans, severance/change‑in‑control terms; independent consultant (Compensia) engaged by committee |
Fixed Compensation (Director)
| Component | Policy / Schedule | 2024/2025 Amounts |
|---|---|---|
| Annual cash retainer | Non‑employee directors | $50,000 (2024) |
| Committee member retainers | Audit: $7,500; Compensation: $5,000; Nominating: $2,500 (per year) | As stated (2024) |
| Chair premiums | Board Chair: $25,000; Audit Chair: $22,000; Compensation Chair: $10,000; Nominating Chair: $7,500 | 2024 and 2025 levels confirmed |
| Greyson – Cash fees earned (2024) | Actual cash fees received (balance taken as stock per election) | $34,213 |
Notes: Greyson elected to receive 40% of director fees in stock under the Director Payment Election Plan; total director fees paid in stock to him were $80,400 (included in “Stock Awards” disclosure) .
Performance Compensation (Director Equity)
| Program | Structure | Vesting / Terms | 2024 Grant to Greyson |
|---|---|---|---|
| Annual Director RSU Retainer | Standard policy: $147,600 RSUs each annual meeting; Board Chair +$25,000 | Vests in full at next annual meeting; accelerates on change in control | In May 2024, reduced grant of 32,800 RSUs to conserve share pool, grant‑date value $34,440 |
| Fees‑in‑Stock Election | Directors may elect to receive fees as stock (quarterly) | Election under Director Payment Election Plan; counted in stock awards disclosure | Greyson elected 40% of fees in stock; total fees paid in stock $80,400 (included in stock awards) |
Director equity outstanding (as of Dec 28, 2024): Greyson held 32,800 RSUs; 50,000 options outstanding . Director RSUs vest at the 2025 annual meeting and fully accelerate upon a change in control .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no insider participation/interlocks disclosed |
| Public company boards (Jay Greyson) | None disclosed in proxy aside from PRTS |
| Related‑party voting agreements | None |
Expertise & Qualifications
- Financial, M&A, and supply chain operations expertise from private equity and investment banking leadership roles; operating experience across manufacturing/distribution. NACD Directorship Certified; CERT Cybersecurity Oversight credential .
- Audit Committee Financial Expert designation, strengthening financial reporting oversight .
- Education: B.S.E.E. (University of Virginia); MBA (University of Chicago) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| Jay K. Greyson | 365,463 | <1% (asterisk per table) | Includes 32,800 RSUs vesting within 60 days of April 30, 2025 and 50,000 options exercisable within 60 days |
Alignment policies and practices:
- Anti‑hedging/anti‑pledging: Directors prohibited from short sales, margin pledging, or derivatives on company stock .
- Director ownership guidelines: Required to hold stock equal to 2x the independent director annual RSU grant within 4 years; Director Payment Election Plan facilitates share accumulation .
- Officer & Director Share Purchase Plan available since 2021 (separate from director election plan) .
Governance Assessment
Key positives
- Strong financial oversight: Audit Chair, SEC “financial expert,” and active Audit Committee scheduling/private sessions; signed 2024 Audit Committee Report as Chair .
- Independence and engagement: Independent director since 2014; Board separates Chair/CEO; regular executive sessions; attendance threshold met (≥75%) and all directors attended 2024 annual meeting .
- Ownership alignment: Elected to take 40% of director fees in stock in 2024; meaningful beneficial ownership; strict anti‑hedge/pledge policy; director ownership guideline in place .
- Pay governance: Director equity vests annually; accelerates only on change in control; committee uses independent compensation consultant (for exec comp) and maintains robust pay‑for‑performance framework at the company level; recent say‑on‑pay support 88.9% (2024) .
Watch items
- Potential external conflict vector: Ongoing role in a private equity firm focused on distribution/supply chain could present future conflicts if any portfolio company transacts with CarParts.com; however, the proxy discloses no related‑party transactions since Dec 31, 2022 and the Audit Committee reviews RPTs under a formal policy (mitigant) .
- Share pool pressures: 2024 director RSU grants reduced to conserve shares, which could intermittently affect director equity mix and alignment optics, though Greyson offset via fees‑in‑stock election .
Signals for investor confidence
- Audit Chair with financial expert status, long tenure, and active committee oversight supports board effectiveness in financial reporting and risk .
- Stock‑taking behavior (fees in stock) and ownership guidelines indicate alignment with shareholders .
- Board processes: independent committees, regular executive sessions, ESG oversight via Nominating & Governance, and anti‑hedging/pledging policy reduce governance risk .