Kals Subramanian
CarParts.comAbout Kals Subramanian
Kals Subramanian, 49, has served as Chief Technology Officer (CTO) of CarParts.com (PRTS) since April 2022. He previously held senior technology and product roles at Lowe’s, Best Buy, and Target; he holds a Bachelor of Engineering in Electrical & Electronics Engineering from Bharathidasan University . Company performance during his tenure: revenue declined from $675.7 million in 2023 to $588.8 million in 2024 (−12.9% YoY), net income moved from $(8.2) million to $(40.6) million, and 2024 Adjusted EBITDA was $(7.1) million; total shareholder return (TSR) for 2024 measured $43.03 on a $100 base, vs $143.64 for 2023 . His compensation is tied to revenue, Adjusted EBITDA, and relative TSR to the Russell 2000, with equity-heavy incentives emphasizing RSUs and PRSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | VP, eCommerce Technology | Feb 2021 – Apr 2022 | Led eCommerce technology, contributing to digital commerce scalability . |
| Lowe’s Companies, Inc. | Senior Director, Product Management | Apr 2020 – Feb 2021 | Drove product roadmaps for eCommerce, improving customer experience . |
| Best Buy Co., Inc. | Director, IT Application Delivery & Strategy | 2015 – 2020 | Directed application delivery, enabling omnichannel retail capabilities . |
| Target Corporation | Management roles, Target.com & Mobile Tech Services | 2012 – 2015 | Advanced Target’s digital platforms and mobile services . |
External Roles
No external public company directorships or board roles disclosed for Subramanian in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 276,923 | 425,000 | 450,000 |
| Bonus ($) | 100,000 sign-on | — | — |
| All Other Compensation ($) | 27,599 | 26,680 | 48,031 |
| Components (FY 2024 All Other) | — | — | Auto allowance $12,000; 401(k) match $8,639; health premiums $23,053; life insurance $4,339 |
Key observations:
- Salary increased $25,000 YoY to $450,000 in 2024 .
- Perquisites and benefits are modest and consistent with company-wide programs; no tax gross-ups provided to NEOs .
Performance Compensation
| Metric | Weight | FY 2024 Target | FY 2024 Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue (Sales) | 35% | $700.0m (min $687.9m; max $724.3m) | $588.8m | 0% (below minimum) | Annual Bonus PRSUs vest after 1 year; equity-heavy structure . |
| Adjusted EBITDA | 35% | $20.0m (min $15.0m; max $25.0m) | $(7.1)m | 0% (below minimum) | Same as above . |
| Individual MBOs | 30% | Qualitative goals | Not paid due to overall results | 0% cash bonus | PRSU design tied to plan . |
| Relative TSR (vs Russell 2000) | LTI PRSUs | Target 50th percentile; max 75th; min 25th; cap at 100% if TSR negative (3-year program) | 1-year tranche did not meet minimum; no vest | 0% (Year 1) | 1-, 2-, 3-year tranches; linear interpolation . |
Annual/LTI awards for Kals (granted Jan 16, 2024):
- PRSU (LTI): 117,500 target shares, 3-year TSR program .
- RSU (LTI): 117,500 time-based RSUs vesting over 3 years (equal annual installments) .
- RSU (Retention): 150,000 retention RSUs; 50% vests at 1-year anniversary, remainder vests in equal quarterly installments through year 2 .
Summary Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,355,127 | 1,075,750 | 1,122,725 |
| Non-Equity Incentive Plan Comp ($) | 53,088 | 63,750 | — (no payout) |
| Total ($) | 1,759,649 | 1,591,180 | 1,170,756 |
Compensation structure changes:
- Shift toward retention RSUs in 2024 ($438,000 value for retention RSUs; 150,000 shares granted), reflecting heightened retention concerns amid macro volatility; vesting is accelerated quarterly in year 2 to enhance retention .
- TSR PRSU target tightened from 60th percentile in 2023 to 50th percentile in 2024 while maintaining negative-TSR cap; despite easier relative target, no vest occurred given underperformance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 549,993 shares beneficially owned as of April 1, 2025 . |
| Shares Outstanding | 58,320,309 as of April 1, 2025 . |
| Ownership % of Outstanding | ~0.94% (calculated from figures above) . |
| Vested vs Unvested (as of Dec 28, 2024) | Unvested RSUs: 16,787 (Apr 2022 grant), 48,965 (Feb 2023), 267,500 (Jan 2024); Unvested PRSUs (target): 100,719 (Apr 2022), 73,447 (Feb 2023), 117,500 (Jan 2024) . |
| Options | No options listed for Subramanian in outstanding awards table . |
| Shares vesting within 60 days (as of Apr 1, 2025) | 35,537 RSUs vesting within 60 days . |
| Ownership Guidelines | Executives must hold common stock valued at least 100% of annual base salary; CEO 600%, CFO 300%; compliance measured annually; retention ratios apply to CEO/CFO . |
| Hedging/Pledging | Company policy prohibits hedging, short sales, purchasing/pledging on margin, and derivatives on company stock . |
| Upcoming Vesting Supply (Retention RSUs) | 150,000 retention RSUs: ~75,000 vest at 1-year anniversary of 1/16/2024; remaining ~75,000 vest in equal quarterly installments through year 2 (potential near-term selling pressure) . |
Employment Terms
| Term | Detail |
|---|---|
| Position & Start Date | CTO since April 2022; at-will employment . |
| Base Salary & Target Bonus | Base $450,000; target bonus 50% of base per employment agreement; plan design uses 60% target for 2024 bonus program . |
| Severance (without Cause / Good Reason) | 6 months base salary + pro-rated target bonus (subject to broad employee payout) + up to 6 months COBRA reimbursement . |
| Change-of-Control (Double Trigger) | If terminated without Cause or resigns for Good Reason from 3 months before to 12 months after a Change in Control: accelerate all equity (time-based and performance-based at target) and 12 months base salary; COBRA for 12 months . |
| Equity Acceleration (non-CoC) | PRSUs accelerate in full upon termination without cause or resignation for good reason at any time . |
| Clawback | Nasdaq-compliant clawback policy effective May 25, 2023 for material restatements; legacy clawback applies for prior awards with misconduct-related restatements . |
| Tax Gross-Ups | No tax gross-ups provided to NEOs . |
| Non-Compete/Non-Solicit | Not disclosed in proxy –. |
Potential payments examples (as of Dec 28, 2024):
- Without Cause/Good Reason (non-CoC): $225,000 salary + $270,000 severance bonus + $11,698 health benefits = $506,698 total .
- With CoC + Double Trigger: $450,000 salary + $270,000 severance bonus + $593,670 equity acceleration + $23,396 health benefits = $1,337,066 total .
Compensation Peer Group and Say-on-Pay
- 2024 peer group includes America’s Car-Mart, Magnite, Revolve Group, Gentherm, The RealReal, The Lovesac Company, PetMed Express, ThredUp, Shutterstock, Stoneridge, The Buckle, Holley, Turtle Beach, Edgio, Brightcove, Duluth Holdings, Purple Innovation, Motorcar Parts of America, Quotient Technology (median revenue ~$654m; market cap ~$$369m at selection) .
- Say-on-Pay support: 2017 98.8%, 2020 98.4%, 2023 91.9%, 2024 88.9% .
Performance & Track Record
| Measure | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($mm) | 675.7 | 588.8 |
| Net Income ($mm) | (8.2) | (40.6) |
| Company TSR (Value of $100) | $143.64 | $43.03 |
| Adjusted EBITDA ($mm) | — | (7.1) |
Notable governance and program features:
- Incentives emphasize pay-for-performance; no option repricing; annual and long-term programs with relative TSR constraints; anti-hedging/pledging; independent comp consultant (Compensia) .
Investment Implications
- Alignment: Equity-heavy mix with multi-year RSU/PRSU design ties Subramanian’s upside to sustained revenue/EBITDA execution and relative TSR; anti-hedging/pledging and ownership guidelines reinforce alignment .
- Retention Risk vs Supply Overhang: 2024 retention RSUs add near-term vesting supply (75k shares at 1-year, then quarterly over year 2), potentially contributing to insider selling pressure; however, design aims to retain critical leadership during strategic transformation .
- Change-of-Control Economics: Double-trigger acceleration at target for performance awards and 12 months salary increase Subramanian’s payout in sale scenarios; PRSU acceleration on certain non-CoC terminations could be viewed as generous .
- Execution Focus: 2024 bonuses paid 0% given revenue and EBITDA misses; TSR PRSUs did not vest, indicating strong pay-performance linkage but highlighting operational underperformance; monitoring 2025 targets and TSR trajectory is key .
- Governance Quality: Robust clawback, absence of tax gross-ups, and historical say-on-pay support (88.9% in 2024) support program credibility; peer group is tech and e-commerce aligned .