Mark DiSiena
CarParts.comAbout Mark DiSiena
Interim Chief Financial Officer of CarParts.com (PRTS) effective November 12, 2025; age 59; CPA with prior public-company CFO experience across healthcare, UAV/drone systems, brand licensing, and tech. Education: MBA (Stanford GSB), JD (Vanderbilt Law), BS Accounting (NYU) . Company performance context: revenue declined to $588.8M in 2024 from $675.7M in 2023 ; total shareholder return (TSR) value of an initial $100 investment was $43.03 in 2024 vs $143.77 for peer group . Adjusted EBITDA under the 2024 bonus plan did not meet minimum thresholds and no cash bonuses were paid to NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wellgistics Health (NASDAQ: WGRX) | Chief Financial Officer | Apr 2025 – Oct 2025 | Public-company CFO; financial operations and reporting |
| AgEagle Aerial Systems (NYSE: UAVS) | Chief Financial Officer | Oct 2023 – Nov 2024 | Public-company CFO; capital markets and controls |
| Cresset Advisors | Contract/Interim CFO & COO; Strategic Business Advisory | Nov 2021 – Oct 2023 | Interim C-suite leadership; advisory across finance/operations |
| Titanium Healthcare | Chief Financial Officer | Mar 2020 – Nov 2021 | Healthcare finance leadership |
| Decentral Life (NASDAQ: WDLF) | Chief Financial Officer | Earlier career | Public-company CFO experience |
| Cherokee Global Brands (NASDAQ: CHKE) | Chief Financial Officer | Earlier career | Global brand licensing finance leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external directorships disclosed in Company filings for DiSiena |
Fixed Compensation
| Element | Terms | Notes |
|---|---|---|
| Consulting rate | $400/hour | Paid to Everest Advisors LLC for DiSiena’s Interim CFO services |
| Expense reimbursement | Reasonable travel and incidental expenses | Consistent with Company policy; reimbursed directly to DiSiena |
| Initial equity awards | None | Agreement provides no initial equity grants |
| Annual incentive bonus | Not provided | Agreement does not provide annual incentives typical of full-time executives |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable for Interim CFO consulting arrangement | — | — | — | — | — |
Company framework: 2024 annual bonuses for NEOs were based on Adjusted EBITDA (35%), sales (35%), and MBOs (30%); minimum sales threshold $687.85M and Adjusted EBITDA $15M, with payouts 50–200% of target; no cash bonuses were paid due to performance .
Equity Ownership & Alignment
- Beneficial ownership: DiSiena was not listed among executive officers/directors in the April 1, 2025 ownership table; no beneficial ownership disclosed there .
- Hedging/pledging: Insider trading policy prohibits hedging, short sales, and pledging/margin purchases by directors and employees (includes executive officers) .
- Stock ownership guidelines: Executive Officer Stock Ownership Policy requires 100% of base salary for officers (600% CEO; 300% CFO); compliance measured annually; inclusion of 65% of unvested RSUs in calculation . Applicability to an hourly interim consulting arrangement is not specified in filings .
Employment Terms
| Item | Detail |
|---|---|
| Appointment | Interim CFO effective Nov 12, 2025; designated principal financial officer and principal accounting officer |
| Arrangement | Consulting Services Agreement with Everest Advisors LLC; services performed by DiSiena as Everest resource acceptable to Company |
| Compensation | $400/hour; no initial equity awards or annual incentive bonus; reimbursed reasonable expenses |
| Relationships | No arrangements/understandings for engagement; no family relationships; no related-party transactions under Item 404(a) |
| Clawback | Company maintains Incentive Compensation Recovery Policy compliant with Nasdaq/Exchange Act 10D, applicable to current/former executive officers |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD) | $675.7M | $588.8M |
| EBITDA ($USD) | $6.8M* | -$21.5M |
Values retrieved from S&P Global for EBITDA FY 2023 (asterisk).
Pay-versus-performance disclosure: TSR value of $100 investment was $143.64 (2023) and $43.03 (2024); peer group TSR was $128.14 (2023) and $143.77 (2024) . Company reported net loss of $(8.2)M in 2023 and $(40.6)M in 2024 .
Compensation Structure vs Performance Metrics
- Annual incentives tied to Adjusted EBITDA, sales, and MBOs; thresholds/payouts defined with linear interpolation and cap at 200% of target .
- 2024 outcomes: Revenue $588.8M vs $687.85M minimum; Adjusted EBITDA $(7.1)M vs $15M minimum; no cash bonus paid under plan .
- Long-term incentives use RSUs and PRSUs linked to relative TSR vs Russell 2000; none of the 2024 PRSUs paid out for year-1 TSR; payouts capped at 100% if TSR is negative .
Vesting Schedules and Insider Selling Pressure
- Interim CFO agreement contains no equity grants; thus no vesting schedule or near-term insider selling pressure attributable to DiSiena’s compensation structure .
- Company-wide anti-hedging/pledging policy reduces selling pressure risks from hedging strategies .
Severance and Change-of-Control Economics
- No severance or CIC terms disclosed for DiSiena’s consulting arrangement .
- Company practice for NEOs includes double-trigger CIC acceleration and 12 months’ salary continuation following CIC termination per 2024 amendments (context, not specific to DiSiena) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: 88.9% approval at 2024 annual meeting; Board maintains annual frequency through 2029 .
Expertise & Qualifications
- CPA; MBA (Stanford GSB), JD (Vanderbilt), BS Accounting (NYU); extensive public-company CFO background across multiple sectors .
Investment Implications
- Alignment: Interim hourly consulting structure minimizes equity overhang and insider-selling pressure; absence of equity awards means limited direct alignment via stock-based incentives until a permanent package is negotiated .
- Governance and risk controls: Robust clawback and anti-hedging/pledging policies apply to executive officers, supporting governance quality during interim tenure .
- Performance backdrop: 2024 revenue/Adjusted EBITDA underperformance drove zero cash bonuses and no year-1 TSR payouts, evidencing pay discipline; TSR markedly lagged peers, suggesting elevated execution expectations on any permanent CFO’s performance incentive framework .
- Monitoring signals: Watch for (i) any transition from interim to permanent CFO and related employment agreement terms (bonus metrics, equity mix, CIC), (ii) future Form 4 ownership filings and any purchases under officer share purchase plans, and (iii) revisions to annual incentive targets and TSR design to gauge pay-for-performance rigor .