Nanxi Liu
CarParts.comAbout Nanxi Liu
Nanxi Liu (age 34) has served as an independent director of CarParts.com, Inc. since July 2020 and currently chairs the Nominating and Corporate Governance Committee; she brings technology, AI, venture investing, and public-sector pension oversight experience, with dual degrees in Business Administration and Political Economy from UC Berkeley . The Board has determined she is independent under Nasdaq rules, and the Board routinely meets in executive session without management, supporting independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarLotz (Nasdaq: LOTZ) | Director | Until acquisition by Shift Technologies in 2022 | Board-level oversight during pre-acquisition phase |
| Kindred Biosciences (Nasdaq: KIN) | Director | Until acquisition by Elanco in 2021 | Governance oversight during strategic transaction period |
| California DMV – New Motor Vehicle Board | Board Member | Not disclosed | Regulatory experience in vehicle market governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blaze Technology, Inc. | Co-CEO & Co-Founder | Current | AI-powered no-code software (technology leadership) |
| Nanoly Bioscience, Inc. | CFO & Co-Founder | Current | Biotechnology finance/operations experience |
| Los Angeles Fire & Police Pension Fund | Commissioner | Current | Public pension fiduciary/oversight experience |
| XFactor Ventures | Partner | Current | Early-stage investing with focus on women-founded startups |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; member roster includes Liu (Chair), Dutra, and Maier .
- Independence: Board determined all directors except the CEO (Meniane) are independent under Nasdaq standards; Liu is independent .
- Meetings and attendance: In FY2024—Board (12), Audit (7), Compensation (8), Nominating (5); all directors attended at least 75% of meetings of the Board and committees on which they served .
- Board leadership: Chair and CEO roles are separated; Board meets regularly in executive session without management .
- ESG oversight: Nominating & Corporate Governance Committee (chaired by Liu) oversees ESG processes, policies, and performance; Audit oversees cybersecurity risk .
- Diversity: Board had 8 members as of April 30, 2025; three female directors; diversity matrix disclosed .
Fixed Compensation
Director fee schedule (policy):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee directors |
| Committee membership fees | Audit: $7,500; Compensation: $5,000; Nominating: $2,500 | Per committee per year |
| Committee chair fees | Board Chair: $25,000; Audit Chair: $22,000; Compensation Chair: $10,000; Nominating Chair: $7,500 | Annual chair stipends (2024 and 2025) |
| Annual equity grant | $147,600 RSUs | Vest at next annual meeting; full vest on change of control |
| 2024 equity grants (share conservation) | 32,800 RSUs to Liu; grant-date value $34,440 | Reduced annual RSU amounts in May 2024 to conserve shares |
Nanxi Liu – 2024 actual director compensation:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 37,500 | 34,400 | 71,900 |
Additional director ownership mechanism:
- Director Payment Election Plan allows directors to receive fees in stock; Greyson elected a stock payment in 2024 (Liu not disclosed as electing) .
Performance Compensation
- Non-employee director equity is time-based RSUs vesting at the next annual meeting; no performance metrics (e.g., TSR hurdles) apply to director equity grants .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| CarLotz (LOTZ) | Public (prior) | Director | No related-party transactions disclosed with PRTS |
| Kindred Biosciences (KIN) | Public (prior) | Director | No related-party transactions disclosed with PRTS |
| LA Fire & Police Pension Fund | Public pension | Commissioner | No PRTS-related transactions disclosed |
| XFactor Ventures | Venture fund | Partner | No PRTS-related transactions disclosed |
- Related party transactions: None involving directors since December 31, 2022 (other than standard indemnification agreements); Audit Committee reviews/approves any related-party transactions per charter .
Expertise & Qualifications
- Technology and AI leadership via Blaze Technology; venture investing experience via XFactor Ventures; public pension fiduciary oversight; prior biotech finance/ops via Nanoly .
- Education: BS in Business Administration and BA in Political Economy, University of California, Berkeley .
- Governance: Chair of Nominating & Corporate Governance Committee; oversight of Board composition, director selection, and ESG processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Nanxi Liu | 107,551 | <1% | Includes 32,800 RSUs vesting within 60 days of April 30, 2025 |
Alignment policies:
- Hedging/pledging: Directors prohibited from short-term/speculative transactions, margin pledging, and derivatives; anti-hedging policy in place .
- Director stock ownership guidelines: Must own common stock ≥ 2× the annual independent director RSU grant within four years of appointment; stock election plan available to facilitate compliance .
Governance Assessment
- Independence and roles: Liu is independent and chairs Nominating & Corporate Governance, a core oversight committee that manages director selection, board evaluation, and ESG oversight—strengthening board effectiveness .
- Attendance and engagement: Board and committees met frequently in 2024 (Board 12; Nominating 5), with all directors at least 75% attendance; as Chair, Liu’s committee leadership implies strong engagement .
- Compensation and alignment: 2024 compensation shows balanced cash and time-based equity ($37.5k cash; $34.4k RSUs), with ownership guidelines and anti-hedging/pledging policies enhancing alignment; RSU grants vest at the next annual meeting, tying value to continued service .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Liu; Audit Committee maintains formal oversight of conflicts—low conflict risk signal .
- RED FLAGS: None disclosed for Liu—no hedging/pledging, no related-party transactions, and independence affirmed; Board’s separation of Chair/CEO and regular executive sessions further reduce governance risk .