Michael Huffaker
CarParts.comAbout Michael Huffaker
Michael Huffaker (age 45) is Chief Operating Officer of CarParts.com (PRTS) since December 2022, with prior leadership at Amazon Fresh Grocery overseeing 57 fulfillment centers, five distribution centers, and forty grocery stores; he holds both undergraduate and MBA degrees from the University of Arkansas and began his buying career at Wal-Mart, later Sam’s Club and Circuit City . Company performance metrics linked to executive pay emphasize revenue, Adjusted EBITDA, and relative TSR; in 2024, CarParts.com reported $588.8 million in revenue and a net loss of $40.6 million, below bonus plan thresholds, resulting in no annual cash bonus payouts to NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon Fresh Grocery | Vice President, Category Leader; previously Senior Manager | 2011–2014 (Senior Manager), 2014–2022 (VP Category Leader) | Led large-scale grocery operations (57 fulfillment centers, 5 DCs, 40 stores), ~600 staff; end-to-end category leadership |
| Amazon (Wireless) | Manager, Vendor Management | 2008–2011 | Vendor management, merchandising and supply relationships |
| Wal-Mart Stores | Buyer (early buying career) | Began 2003 | Early buying discipline in big-box retail |
| Sam’s Club | Buying roles | Not specified | Wholesale club merchandising exposure |
| Circuit City | Buying roles | Not specified | Consumer electronics retail merchandising |
External Roles
No external public-company directorships or committee roles disclosed in the proxy for Huffaker .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $425,000 | $450,000 |
2024 perquisites and other compensation
| Category | Amount ($) |
|---|---|
| Auto allowance | $12,000 |
| 401(k) employer match | $11,500 |
| Health insurance premiums/expenses | $26,631 |
| Life insurance premiums | $3,722 |
| Total Other Compensation | $51,853 |
Multi-year summary compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $425,000 | — | $1,030,250 | $63,750 | $24,688 | $1,543,688 |
| 2024 | $450,000 | — | $1,216,783 | — | $51,853 | $1,718,636 |
Notes:
- 2024 bonus paid: none, as revenue and Adjusted EBITDA missed thresholds; Compensation Committee determined no cash bonus for NEOs .
Performance Compensation
Annual bonus plan metrics (2024)
| Metric | Weight | Minimum | Target | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Sales ($) | 35% | 687,850,000 | 700,000,000 | 724,300,000 | 588,800,000 | 0% (below min) | PRSUs at 50% of target granted; no cash payout when below thresholds |
| Adjusted EBITDA ($) | 35% | 15,000,000 | 20,000,000 | 25,000,000 | (7,100,000) | 0% (below min) | Same as above |
| Individual MBOs | 30% | — | — | — | Not disclosed | 0% cash payout decision for NEOs | Equity/cash mechanics per plan |
Long-term equity (granted January 16, 2024)
| Grant Type | Grant Date | Shares | Vesting Schedule | Performance Link |
|---|---|---|---|---|
| PRSU (target) | 1/16/2024 | 130,809 | 3 years; portions eligible after years 1–2; final payout after year 3 | Relative TSR vs Russell 2000; 25th percentile threshold; 50th target; 75th max; cap at 100% if TSR negative; up to 200% max less prior-year payouts |
| RSU (time-based) | 1/16/2024 | 130,809 | 33⅓% at first anniversary, remaining in equal annual installments over 2 years | Retention/alignment |
| RSU (Retention) | 1/16/2024 | 150,000 | 50% on 1st anniversary; remainder in equal quarterly installments through 2nd anniversary | Retention grant amid talent competition; governance features and holding requirements |
TSR PRSU vesting (2024 outcome): None of 2024 PRSU shares paid for year-1 TSR; 2022 and 2023 TSR PRSUs also had no payout for year components .
Equity Ownership & Alignment
Beneficial ownership (as of April 1, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Michael Huffaker | 644,087 | 1.1% |
Breakdown and unvested awards (as of December 28, 2024)
| Award Type | Grant Date | Unvested Units (#) | Market Value ($ at $0.95) |
|---|---|---|---|
| RSU (time-based) | 12/5/2022 | 36,667 | $34,883 |
| RSU (time-based) | 2/6/2023 | 26,667 | $25,333 |
| RSU (time-based) | 1/16/2024 | 280,809 | $266,768 |
| PRSU (LTI, target) | 2/6/2023 | 100,000 | $95,000 |
| PRSU (LTI, target) | 1/16/2024 | 130,809 | $124,268 |
Ownership policy and pledging
- Executive Stock Ownership Policy: COO required to own stock equal to at least 100% of base salary within 3 years of hire/promotion; compliance measured at annual meeting date; includes 65% of unvested RSUs; excludes unexercised options .
- Insider policy prohibits hedging, short sales, and pledging/margin of Company stock .
- Compliance status for Huffaker not specifically disclosed .
Employment Terms
Key employment agreement economics
| Term | Provision |
|---|---|
| Role and base salary | COO; $450,000 base (subject to annual review) |
| Target annual bonus | Employment agreement: up to 50% of base (Comp Committee sets plan annually); 2024 plan target set at 75% |
| Severance (no cause/good reason) | 12 months base salary; pro-rated target bonus (subject to majority-of-employee bonus payment condition); up to 12 months COBRA reimbursement |
| Change-in-control (double-trigger) | Equity acceleration in full (time-based and performance-based at target) if terminated without cause or resign for good reason within 3 months before to 12 months after a Change in Control; salary continuation 12 months with reduction if new employment occurs in months 7–12 |
Potential payments (as of Dec 28, 2024 valuation)
| Scenario | Severance Salary ($) | Severance Bonus ($) | Equity Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Change of Control, no termination | — | 337,500 | 546,252 | — | 883,752 |
| Termination without cause / good reason (not in CoC) | 450,000 | 337,500 | — | 25,589 | 813,089 |
| Termination without cause / good reason in CoC window | 450,000 | 337,500 | 546,252 | 25,589 | 1,359,341 |
Clawbacks and governance
- Clawback: Nasdaq/SEC-compliant Incentive Compensation Recovery Policy effective May 25, 2023; 3-year lookback on erroneously awarded incentive comp tied to restatements; legacy clawback covers fraud/intentional misconduct .
- No tax gross-ups; no options re-pricing/exchanges; independent Compensation Committee and independent consultant (Compensia) .
Compensation benchmarking
- Peer group includes technology-enabled and e-commerce firms (e.g., Revolve Group, Magnite, Shutterstock, The RealReal, Lovesac, PetMed Express, America’s Car-Mart, etc.); Committee targeted around peer median for total compensation with greater use of at-risk equity .
Say-on-pay outcomes
- Say-on-pay approval: 88.9% in 2024; prior approvals: 98.8% (2017), 98.4% (2020), 91.9% (2023); annual say-on-pay frequency adopted through 2029 .
Investment Implications
- Pay-for-performance discipline: 2024 missed Sales and Adjusted EBITDA thresholds, yielding zero cash bonus—reinforces alignment but highlights operational headwinds; year-1 TSR PRSU tranche did not vest, constraining near-term equity payouts .
- Retention risk mitigated via special RSUs: 150,000 retention RSUs (50% vesting at 1/16/2025, remainder quarterly to 1/16/2026) reduce turnover risk but introduce scheduled supply of shares that may create localized selling pressure around vest dates; watch Form 4 activity near vesting events .
- Change-of-control economics: Full equity acceleration and 12-month salary continuation under double-trigger CoC terms could amplify realized comp if strategic alternatives culminate; monitor corporate actions and governance 8-Ks .
- Ownership alignment: 1.1% beneficial ownership with significant unvested RSUs/PRSUs; strict anti-hedging/pledging policy and stock ownership guidelines support alignment; compliance status not disclosed—deadline generally within 3 years of hire .
- Organizational continuity: CFO resignation announced Nov 7, 2025 introduces finance leadership transition; interim CFO engaged Nov 12, 2025—monitor execution risk during handover, especially on EBITDA targets embedded in incentive plans .