Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Michael Huffaker as Chief Operating Officer
On November 14, 2022, the Board of Directors (the "Board") of CarParts.com, Inc.
(the "Company") appointed Michael Huffaker as Chief Operating Officer of the
Company, effective December 5, 2022 (the "Effective Date").
Mr. Huffaker, 43, previously served as Vice President, Category Leader, for
Amazon Fresh Grocery from June 2014 to December 2022, where he eventually
oversaw a portfolio of 57 purpose-built grocery fulfillment centers, five
grocery distribution centers, forty grocery stores and a team of approximately
six hundred staff. Prior to that, Mr. Huffaker was Senior Manager for Amazon
Fresh from August 2011 to May 2014, and as Manager, Vendor Management, Wireless
from March 2008 to July 2011. We believe Mr. Huffaker's valuable business and
leadership experience, particularly in the e-commerce and supply chain
development, combined with his experience in building and overseeing successful
teams in the areas of product and business management, qualifies Mr. Huffaker to
serve as an officer of the Company.
In connection with his appointment, the Company and Huffaker entered into an
employment agreement (the "COO Employment Agreement"), pursuant to which Mr.
Huffaker will receive an annual base salary of $425,000. Beginning in 2023, Mr.
Huffaker will also be eligible to receive an annual target incentive bonus of up
to 50% of his annual salary, based on annual goals and other performance
criteria established by the Compensation Committee of the Board. The target for
such annual incentive bonus for the first calendar year of his service as Chief
Operating Officer will be $212,500. He will also be eligible to receive an
additional annual target incentive bonus in the form of shares of common stock
or restricted stock unit awards as determined by the Compensation Committee. Mr.
Huffaker will also be eligible to participate in the Company's other employee
benefits and incentive compensation programs.
The Company has also agreed to grant to Mr. Huffaker upon commencement of his
service as Chief Operating Officer 110,000 time-vesting restricted stock units
on the Company's related standard form grant agreement, vesting in three equal
installments on the first, second, and third anniversaries of the commencement
of Mr. Huffaker's service as Chief Operating Officer. Beginning in January 2023,
the Company has also agreed to grant to Mr. Huffaker (i) 100,000 performance
restricted stock units on the Company's related standard form of grant
agreement, vesting in accordance with the total shareholder return performance
requirements therein, and (ii) 40,000 time-vesting restricted stock units on the
Company's related standard form of grant agreement, vesting in three equal
installments on the first, second, and third anniversaries of the grant date.
While Mr. Huffaker will be employed on an at-will basis, the COO Employment
Agreement provides that in the event of his termination for cause, Mr. Huffaker
will be entitled to receive (i) any unpaid annual salary earned through the date
of his termination, (ii) any accrued but unused vacation, (iii) any accrued
reimbursable expenses, and (iv) any other payments required by law
(collectively, the "Required Payments"). If Mr. Huffaker's employment is
terminated due to his death or disability, he will be eligible to receive the
Required Payments, plus (i) any unpaid annual target bonus under for the year
immediately prior to the year of such termination, (ii) continuation of his
annual salary following such termination for a period of one year, (iii) a
pro-rated share of his annual target bonus under for the year of such
termination, and (iv) in the case of termination due to disability,
reimbursement of his COBRA payments for his health insurance benefits for a
period of one year. If Mr. Huffaker's employment is terminated for any other
reason or if he resigns for good reason, he will be eligible to receive the
Required Payments, plus (i) any unpaid annual target bonus with respect to the
prior year and a prorated share of his annual target bonus for the year in which
such termination or resignation takes place, (ii) continuation of his annual
salary for a period of twelve (12) months from his date of termination, and
(iii) reimbursement of his COBRA payments for a period of twelve (12) months.
Mr. Huffaker has no family relationship (within the meaning of Item 401(d) of
Regulation S-K) with any director, executive officer, or person nominated or
chosen by the Company to become a director or executive officer. There has been
no transaction since the beginning of the Company's last fiscal year, and there
is no currently proposed transaction, in excess of $120,000 in which the Company
is or was a participant and in which Mr. Huffaker or any of his immediate family
members (within the meaning of Item 404 of Regulation S-K) had or will have a
direct or indirect material interest.
The foregoing description of the COO Employment Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the COO Employment Agreement, a copy of which is filed as Exhibit 99.1 hereto
and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On December 5, 2022, the Company issued a press release announcing Mr.
Huffaker's appointment as the Company's Chief Operating Officer. A copy of the
press release is attached hereto as Exhibit 99.2.
The information in this Item 7.01 and Exhibit 99.12attached hereto is furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such document or filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Employment Agreement, dated December 5, 2022, between CarParts.com,
99.1 Inc. and Michael Huffaker
99.2 Press Release dated December 5, 2022
104 Cover Page Interactive Data File - the cover page interactive data
file does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document.
© Edgar Online, source Glimpses