Business Context and Reporting Period
This Form 8-K was filed by U.S. Auto Parts Network, Inc. (Carparts.Com, Inc.) on June 17, 2014. The report discloses a corporate governance event regarding the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and compensation arrangements.
Material Changes
The primary material change is the appointment of Jay K. Greyson as a Class I director, effective June 17, 2014. This appointment increases the total number of directors on the Board to nine.
Management Commentary and Compensation Details
- Appointment Basis: The appointment was made pursuant to a Board Candidate Agreement dated March 20, 2014.
- Initial Compensation: Mr. Greyson was granted a nonqualified stock option to purchase 45,000 shares at an exercise price of $3.53 (the closing price on the grant date). These options vest over a three-year period.
- Annual Retainer: Mr. Greyson is entitled to a $25,000 annual retainer for his service as a director.
- Future Grants: At each subsequent annual stockholder meeting, Mr. Greyson will receive an option to purchase 20,000 shares, vesting over three years.
- Background: Mr. Greyson is a Co-Founder and Managing Director of Supply Chain Equity Partners and Managing Director of Vetus Partners. He holds a B.S. from the University of Virginia and an M.B.A. from the University of Chicago.
Investor Verification Checklist
- Verify the total number of directors on the Board is now nine.
- Confirm the exercise price of the initial stock option grant is $3.53 per share.
- Review the vesting schedule for the 45,000 initial shares and future 20,000 share grants (three-year vesting).
- Check for any potential conflicts of interest given Mr. Greyson's roles at Supply Chain Equity Partners and Vetus Partners.