Lisa Costa
CarParts.comAbout Lisa Costa
Dr. Lisa Costa, age 61, has served as an independent director of CarParts.com, Inc. (PRTS) since November 2020. She is a technologist and national-security executive, most recently serving as Chief Technology and Innovation Officer (CTIO) for the U.S. Space Force through 2024; prior roles include CIO for U.S. Special Operations Command (USSOCOM). She holds BS degrees in Computer Science and Mathematics (Rollins College), an MBA (Tampa College), and a PhD in Computer Science (Union Institute) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Space Force | Chief Technology and Innovation Officer | Through 2024; member of the U.S. Government Senior Executive Service since 2018 | Led enterprise initiatives in AI, data, cyber, energy, advanced networking, Modeling & Simulation, and Futures |
| U.S. Special Operations Command (USSOCOM) | Chief Information Officer | Not disclosed | Responsible for ~$1.3B annual IT/cyber portfolio; secure cloud, mobility, satellite/terrestrial comms, DevSecOps supporting AI at the edge |
| MITRE Corporation | Director | Not disclosed | Technology and risk advisory experience |
| Planet Risk, Inc. | Vice President & Chief Scientist | 2017–2018 | Analytics and risk leadership |
| U.S. Presidential Transition Teams | Advisor | Not disclosed | Advised on national security/innovation policy |
| Target, Hilton, Starbucks, Cheniere, FedEx | Advisor (Fortune 500 enterprise risk/cyber) | Not disclosed | Enterprise risk and cybersecurity advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Squadra Ventures | Venture Partner | Current | Focus on ventures at the intersection of AI, data, and space |
| Allegheny Group | Co-Founder & CEO | Current | Defense-focused consulting; national security/innovation strategies |
| National Association of Corporate Directors (NACD) | Governance Instructor (volunteer) | Current | Board governance education |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Jay Greyson .
- Independence: Board determined all directors except CEO David Meniane are independent under Nasdaq rules; Audit members (including Costa) meet Nasdaq and Rule 10A-3 independence standards .
- Attendance and engagement: In FY2024, Board met 12 times; Audit 7; Compensation 8; Nominating/Corporate Governance 5. All directors attended at least 75% of meetings and attended the 2024 Annual Meeting .
- Tenure and classification: Director since 2020; Class III term expires at the 2027 Annual Meeting .
- Board leadership: Separate Chairman and CEO seats; Board meets regularly in executive session without management .
| FY2024 Meetings | Count |
|---|---|
| Board of Directors | 12 |
| Audit Committee | 7 |
| Compensation Committee | 8 |
| Nominating & Corporate Governance Committee | 5 |
Fixed Compensation
- Policy structure (FY2024): Non-employee director cash retainer $50,000; additional annual fees—Audit member $7,500, Compensation member $5,000, Nominating member $2,500; chair fees—Board $25,000, Audit $22,000, Compensation $10,000, Nominating $7,500 (same chair fees planned for FY2025) .
| Component | FY2024 Policy Amount ($) |
|---|---|
| Director Cash Retainer | $50,000 |
| Audit Committee Member Fee | $7,500 |
| Compensation Committee Member Fee | $5,000 |
| Nominating Committee Member Fee | $2,500 |
| Chair Fee – Board | $25,000 |
| Chair Fee – Audit | $22,000 |
| Chair Fee – Compensation | $10,000 |
| Chair Fee – Nominating | $7,500 |
- Actual cash earned:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $37,500 | $37,500 |
Performance Compensation
- Annual director equity retainer: $147,600 in RSUs granted at each annual meeting, vesting in full at the following annual meeting; Chairman receives an additional $25,000 RSUs. RSUs vest immediately upon change in control; pro-rata grants for off-cycle appointments .
- FY2024 equity grant: Due to sparing plan shares, directors received reduced RSUs; Costa received 32,800 RSUs valued at $34,440 in May 2024, vesting at the 2025 annual meeting .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Stock Awards ($) | $167,600 | $34,400 |
- Performance metrics: Director equity awards are time-based RSUs; no performance metrics disclosed for director compensation .
| Performance Metric | Detail |
|---|---|
| RSU Vesting Condition | Time-based; vest at next annual meeting |
| Performance-Based Criteria | None disclosed for directors |
| Change-in-Control Treatment | Immediate full vesting (single-trigger) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in PRTS proxy biography |
| Committee roles at other public boards | Not disclosed |
| Interlocks with PRTS competitors/suppliers/customers | Not disclosed for Costa; Board considered FedEx-related ordinary-course payments in independence of Henry Maier, not Costa |
Expertise & Qualifications
- Cybersecurity, network operations, data analytics, AI, and eCommerce technology expertise .
- Large-scale IT and risk oversight (USSOCOM $1.3B portfolio) .
- National security and innovation policy advisory; Fortune 500 enterprise risk/cyber advisory .
- Advanced technical education (BS CS/Math; MBA; PhD CS) and NACD governance instruction experience .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Apr 1, 2025) | 106,501 |
| Ownership % of shares outstanding | <1% (58,320,309 shares outstanding) |
| RSUs convertible within 60 days | 32,800 |
| Options (exercisable/unexercisable) | None disclosed for Costa (options noted for other directors) |
| Pledging/Hedging | Prohibited by insider trading policy (no pledging/hedging allowed) |
| Director ownership guideline | Minimum value of 2x annual independent director RSU grant within 4 years of joining board |
| Compliance status | Not disclosed; compliance measured annually at Determination Date |
Governance Assessment
- Independence and financial oversight: Costa is an independent director and member of the Audit Committee, which meets standards under Nasdaq and Rule 10A-3; the committee oversees internal controls, auditor oversight, and risk management processes .
- Attendance and engagement: Board/committee meeting cadence is robust (12 Board; 7 Audit in FY2024); all directors met the ≥75% threshold and attended the 2024 Annual Meeting, indicating baseline engagement .
- Ownership alignment: Costa holds 106,501 shares with 32,800 RSUs vesting within 60 days of April 30, 2025; director guidelines require 2x annual RSU grant value within four years, and a plan enables electing fees in stock to build ownership .
- Compensation structure signals: Director RSUs are time-based and include immediate vesting upon change in control (single-trigger), which can reduce retention-based alignment during corporate control events—note as a governance caution .
- Structural risk: PRTS maintains a classified board with staggered three-year terms, which can limit shareholder immediacy in board refresh—note as a structural red flag from an investor rights perspective .
- Related-party/transactions: Proxy indicates no related-party transactions over $120,000 since December 31, 2022 except as disclosed; no Costa-specific related-party items are disclosed in provided sections .
- Trading safeguards: Anti-hedging and anti-pledging policies apply to directors, mitigating misalignment risk through derivatives or collateral pledges .
RED FLAGS
- Single-trigger full vesting of director RSUs upon change-in-control .
- Classified board structure (staggered terms) .