SEC Form DEF 14A filed by CarParts.com Inc.

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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To the Stockholders of CarParts.com, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (together with any postponements, adjournments or other delays thereof, the “Annual Meeting”) of CarParts.com, Inc., a Delaware corporation (the “Company”), will be held on May 11, 2026 at 9:00 a.m. Pacific Time. The Annual Meeting will be held virtually, and no physical meeting will be held. In the Annual Meeting, the stockholders of the Company will consider and vote on the following proposals:

At the Annual Meeting, we will also transact such other business, if any, as may properly come before the Annual Meeting.

Only stockholders of record at the close of business on March 13, 2026 are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices and will also be available on the virtual meeting website during the Annual Meeting for individuals logged into the Annual Meeting as stockholders.

All stockholders are cordially invited to attend the meeting in person (virtually). Whether or not you attend the Annual Meeting, it is important that your shares and votes are represented. Therefore, I urge you to promptly vote. Instructions for how to vote are contained on the enclosed proxy card. You can submit your vote by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. In order to attend and vote at the Annual Meeting, you must register in advance at least 24 hours prior to the meeting. Please go to the “Attend the Meeting” link at www.proxyvote.com for instructions on registering and attending. If you hold your shares in street name and wish to vote by ballot at the Annual Meeting, you will also need to obtain and present a legal proxy entitling you to vote at the Annual Meeting from the broker, bank or other nominee that holds your shares. Please refer to page 4 of the accompanying proxy statement for further details.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 11, 2026: This proxy statement and our annual report on Form 10-K for the year ended January 3, 2026 are available at http://carparts.com/investor.

By Order of the Board of Directors

 

CarParts.com, Inc.

 

CARPARTS.COM, INC.

These proxy materials and the enclosed proxy card or voting instruction form are being furnished to holders of the common stock, par value $0.001 per share, of CarParts.com, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) to be voted at the 2026 Annual Meeting of Stockholders of the Company to be held on May 11, 2026 (together with any postponements, adjournments or other delays thereof, the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m. Pacific Time online virtually via live webcast. In order to attend and vote at the Annual Meeting, you must register online by visiting the “Attend the Meeting” link at www.proxyvote.com and entering your control number included on your proxy card that is enclosed with your proxy materials, at least 24 hours in advance of the Annual Meeting. These proxy materials are expected to be mailed on or about April 10, 2026, to all stockholders entitled to vote at the Annual Meeting

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and are described in more detail in this proxy statement.

This year’s Annual Meeting will take place entirely online. If you would like to participate in the meeting, including voting, submitting a question, or examining our list of stockholders, you will need to register in advance at least 24 hours prior to the meeting by visiting our meeting site, located at www.proxyvote.com, and following the “Attend the Meeting” link. To vote at the Annual Meeting, you will need your control number. You can find your control number on:

If you wish to vote by ballot at the Annual Meeting and you hold your shares in street name, you will also need to obtain a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote your shares at the Annual Meeting.

The record date for determining those stockholders who are entitled to notice of, and to vote at, the Annual Meeting has been fixed as March 13, 2026. Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting. Each share of our common stock outstanding on the record date entitles its holder to one vote on all matters presented for a stockholder vote at the Annual Meeting.

As of the record date, 70,492,131 shares of our common stock were outstanding.

The presence at the Annual Meeting of holders of record of a majority of the voting power of our common stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Shares represented by proxies that reflect abstentions or “broker non-votes” will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. If a quorum is not present, the chairperson of the Annual Meeting or holders of a majority of the voting power of the stockholders present in person or by proxy may adjourn the Annual Meeting.

In the election of directors under Proposal One, the nominee receiving the highest number of “For” votes will be elected as the Class II director. “Withhold” votes will not be counted as votes cast, and, therefore, will have no effect on the election of directors.

With regard to Proposals Two, Three, Five, and Six, to be approved, the Company must receive the affirmative vote of a majority of the voting power of the stockholders present in person or by proxy and entitled to vote at the Annual Meeting and on the proposal. If you “Abstain” from voting, it will have the same effect as an “Against” vote. With regard to Proposal Four, the Company must receive a majority of votes cast in favor of the proposal. Abstentions are not considered votes cast and, therefore, will have no effect on the outcome of Proposal Four.

Most of our stockholders hold their shares as beneficial owners through a broker, bank or other nominee rather than directly in their own name. This is often referred to as holding shares in “street name.” If you hold your shares in street name and you do not give instructions to your broker, bank or other nominee, your shares may constitute broker non-votes.

Under applicable stock exchange rules, a broker, bank or other nominee is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker, bank or other nominee is not entitled to vote shares held for a beneficial owner on “non-routine” matters. Proposals One, Three, and Five are each considered non-routine matters. We believe that Proposals Two, Four, and Six are considered routine matters. Broker non-votes will have no effect on the outcome of any of Proposals One, Three, and Five, and we do not expect to have any broker non-votes with respect to Proposals Two, Four and Six. We encourage you to vote your shares in connection with the Annual Meeting.

All votes will be tabulated by the inspector of election appointed for the Annual Meeting.

If you have shares for which you are the stockholder of record, you may vote those shares by proxy. You may vote by mail, internet or telephone pursuant to instructions provided on the proxy card. Additionally, shares held in your name as the stockholder of record may be voted by you by ballot at the Annual Meeting.

If you are the beneficial owner of shares held in street name, you may vote by following the voting instruction form provided to you by your broker or other nominee. If your shares are held in street name, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank or nominee that holds the shares giving you the right to vote the shares at the Annual Meeting.

If you are a stockholder of record, you may revoke a proxy at any time before it is voted at the Annual Meeting by: (a) delivering a proxy revocation or another duly executed proxy bearing a later date to our Corporate Secretary at 4910 Airport Plaza Dr., Suite 300, Long Beach, California 90815; (b) voting again by telephone or over the internet at a later time (only your latest dated proxy will be counted); or (c) attending the Annual Meeting and voting by ballot. Attendance at the Annual Meeting will not revoke a proxy unless you actually vote by ballot at the meeting. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker or other nominee in accordance with the instructions they provided, or, if you have obtained a legal proxy from your broker or other nominee giving you the right to vote your shares, by attending the Annual Meeting and voting by ballot.

The enclosed proxy also grants the named proxy holders discretionary authority to vote on any other business that may properly come before the Annual Meeting. We have not been notified by any stockholder of his or her intent to present any other business at the Annual Meeting.

We will bear the entire cost of proxy solicitation, including the costs of preparing, assembling, printing and mailing this proxy statement, the Notice, the proxy card and any additional solicitation material furnished to the stockholders. Copies of the solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, although there is no formal agreement to do so, we may reimburse such persons for their reasonable expenses in forwarding the solicitation materials to

the beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by personal contact, telephone, facsimile, email or any other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services. In the discretion of management, we reserve the right to retain a proxy solicitation firm to assist in the solicitation of proxies.

We have made certain forward-looking statements in this proxy statement that relate to expectations concerning matters that are not historical or current facts. These statements are forward looking statements for the purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” and similar expressions intended to identify forward-looking statements. We cannot assure you that such expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from such expectations, and you should not place undue reliance on these forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by such language. Important factors that may cause such a difference include, but are not limited to, uncertainties regarding our business, and the economy generally, competitive pressures, our dependence on search engines to attract customers, demand for the Company’s products, the online market and channel mix for aftermarket auto parts, increases in transportation, labor and commodity and component pricing that would increase the Company’s costs, the operating restrictions in our credit agreement, the weather, the impact of customs issues or delays, supply chain disruptions and any other factors discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Risk Factors contained in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.carparts.com and the SEC’s website at www.sec.gov. The forward-looking statements contained herein speak only as of the date of this proxy statement. Except as required by law, we do not undertake any obligation to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Our Second Amended and Restated Certificate of Incorporation provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms and each as nearly equal in number as possible as determined by our Board of Directors. As a result, a portion of our Board of Directors will be elected at each annual meeting of stockholders. Messrs. Meniane and Phelps and Dr. Costa are Class III directors whose terms expire at the 2027 Annual Meeting of Stockholders. Ms. Liu is the Class II director, and her term expires at the 2026 Annual Meeting of Stockholders. Mr. Greyson and Ms. Dutra are Class I directors whose terms expire at the 2028 Annual Meeting.

The class whose term of office expires at the Annual Meeting currently consists of one director. On the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors selected and approved Ms. Liu as the nominee for election as the Class II director at the Annual Meeting to serve for a term of three years, expiring at the 2029 Annual Meeting of Stockholders, and until her successor is elected and qualified or until her earlier resignation or removal. The nominee for election is currently a member of our Board of Directors and has consented to be named as a nominee in this proxy statement and agreed to serve as a director if elected. Management has no reason to believe that the nominee will be unavailable to serve. In the event the nominee named herein is unable to serve or for good cause will not serve at the time of the Annual Meeting, the persons named on the proxy card will exercise discretionary authority to vote for a substitute nominee or the Board may determine to reduce the size of the Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominee named below.

The election of directors requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes and votes withheld will have no effect on this proposal.

We believe that our Board as a whole should encompass a range of talent, skill, diversity and expertise enabling it to provide sound guidance with respect to our operations and interests. In addition to considering a candidate’s background and accomplishments, the Nominating and Corporate Governance Committee reviews candidates in the context of the current composition of the Board and the evolving needs of our business. In accordance with the listing standards of The Nasdaq Stock Market (the “Nasdaq Rules”) we have charged our Nominating and Corporate Governance Committee with ensuring that at least a majority of the directors qualify as “independent” under the Nasdaq Rules. See “Corporate Governance - Board Committees and Meetings - Nominating and Corporate Governance Committee” for a discussion of the factors that are considered in selecting our director nominees.

Our Board is currently comprised of six directors. The table and narrative below sets forth information regarding each of our directors and our director nominees, including his or her age as of the date of the Annual Meeting, the year they first became directors, business experience during at least the past five years, public company boards they currently serve on or have recently served, and certain other biographical information and attributes that the Nominating and Corporate Governance Committee determined qualify them to serve as directors. The Nominating and Corporate Governance Committee believes that the director nominees and the other current directors have the following other key attributes that are important to an effective board of directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience and thought; and the commitment to devote significant time and energy to serve on the Board and its committees.

As previously disclosed, Jim Barnes and Henry J. Maier resigned from the Board of Directors as of October 7, 2025. Prior to resigning, Mr. Barnes was a member of the Company’s Compensation Committee and Mr. Maier was a member of the Company’s Nominating and Corporate Governance Committee.

There are no family relationships among any of our directors, executive officers and director nominees.

Our Board of Directors has adopted a Code of Ethics and Business Conduct which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) and employees. The full text of our Code of Ethics and Business Conduct can be directly accessed at https://www.carparts.com/investor/corporate-governance. We intend to disclose future amendments to certain provisions of the Code of Ethics and Business Conduct and any waivers of provisions of the Code of Ethics and Business Conduct required to be disclosed under the rules of the SEC or the Nasdaq Rules, at the same location on our website. The information contained in, or that can be accessed through, our website does not constitute a part of this proxy statement.

Our Board of Directors has adopted corporate governance guidelines, which provide the framework for our corporate governance along with our Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws (the “Bylaws”), committee charters and other key governance practices and policies. Our corporate governance guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, and director ownership guidelines. The corporate governance guidelines can be accessed on our website at https://www.carparts.com/investor/corporate-governance.

The Board reviewed the independence of each of our directors on the basis of the standards adopted by the Nasdaq Stock Market (“Nasdaq”). During this review, the Board considered transactions and relationships between the Company, on the one hand, and each director, members of his or her immediate family, and other entities with which he or she is affiliated, on the other hand. The purpose of this review was to determine which of such transactions or relationships were inconsistent with a determination that the director is independent under the Nasdaq Rules. After the review, the Board of Directors determined that each of our directors with the exception of Mr. Meniane satisfies the requirements for “independence” under the listing standards of the Nasdaq Rules.

The Board has maintained a separation between the seats of Chairman and Chief Executive Officer since the Company went public in 2007 in recognition of the different demands and responsibilities of the roles and to emphasize the independence of the role of Chairman. The separate roles allow us to have a Chairman focused on the leadership of the Board, providing our Chief Executive Officer with the ability to focus more of his time and energy on managing our operations. The Board also meets regularly in executive session without the presence of management.

In connection with the strategic investment completed on September 10, 2025, pursuant to the Investor Rights Agreement with International Auto Parts (Cayman) Limited, Axislink Holding B.V. and Lovely Peach Limited (collectively, the “Strategic Investors”), we granted board observer rights to the Strategic Investors. So long as the Strategic Investors collectively beneficially own at least 10% of the Company’s outstanding common stock (the “Minimum Holding”), the Strategic Investors are collectively entitled to designate up to two individuals to attend all meetings of the Board of Directors in a non-voting capacity (the “Observers”). Observers are not compensated by the Company.

Each Observer is required to execute a confidentiality agreement with the Company prior to attending any Board meeting. We may exclude Observers from specific meetings or portions of meetings where (i) access would adversely affect the attorney-client privilege or (ii) attendance would create an actual conflict of interest, in each case as reasonably determined by the Board of Directors. In such instances, we will use commercially reasonable efforts to provide a redacted version or alternative means of providing substantially the same information to the Observers.

The Investor Rights Agreement does not expressly address Observer attendance at committee meetings. Consistent with our governance practices and to preserve the independence of Board committees under applicable Nasdaq listing standards and SEC regulations, the Observers do not attend committee meetings and are not provided with Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee materials.

The current board Observers are Thomas Yunlong Man representing International Auto Parts and Na “Mina” He representing Axislink Holding B.V., as designated by the Strategic Investors The observer rights will terminate automatically upon the Strategic Investors’ collective beneficial ownership falling below the Minimum Holding.

Additionally, under the Investor Rights Agreement, upon full conversion of the convertible notes issued to the Strategic Investors, (i) the Board will be increased to eight members, and (ii) the Strategic Investors will be collectively entitled to designate two individuals for appointment to the Board as directors (subject to customary qualifications and fiduciary duty requirements), and we will cause such designees to be nominated for re-election at each applicable stockholder meeting for so long as the Strategic Investors maintain the Minimum Holding.

The Board is responsible for overseeing our risk management but its duties in this regard are aided by the Audit Committee, which is responsible for discussing with management and our independent auditors policies with respect to risk assessment and risk management, including the process by which we undertake major financial and accounting risk assessment and management. The Audit Committee also oversees our corporate compliance programs, as well as the internal audit function. In addition to the Audit Committee’s work in overseeing risk management, our full Board periodically engages in discussions of the most significant risks that the Company is facing and how these risks are being managed, and the Board receives reports on risk management from senior officers of the Company and from the Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee meets privately with our management team in order to assess the overall control environment and “tone at the top” and to provide the Audit Committee with direct feedback as to any control or oversight issues. Other committees, including the Compensation Committee and the Nominating and Corporate Governance Committee, review risks relevant to their particular areas of responsibility. These matters are reviewed at Board meetings as well and, if deemed necessary and appropriate, in executive session with only the independent directors present. Our management team has the primary responsibility for identifying and managing the known, material risks which could affect our operating and financial performance. Periodically, the management team reviews with the full Board the key risks facing the Company, the Compensation Committee, and the Nominating and Corporate Governance and the plans the Company has put in place to mitigate those risks. Our management team also reviews subsets of risk on a more frequent basis with the Board.

Our Board believes that the process it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and, therefore, does not have a material effect on our choice of the Board’s leadership structure described above under “Board Leadership Structure.”

During 2024 and 2025, the Board conducted a comprehensive review of strategic alternatives to maximize stockholder value. In October 2024, the Board formed a Strategic Committee comprised of independent directors Ana Dutra, Jim Barnes, and Jay K. Greyson (Chair), to oversee this process. The Strategic Committee was delegated authority to explore, evaluate and negotiate potential transactions, including a possible sale of the Company, and to manage stockholder engagement related to such matters. The Strategic Committee retained advisors and worked closely with management throughout the review process.

The strategic review culminated in September 2025 with a $35.7 million strategic investment by International Auto Parts (Cayman) Limited, Axislink Holding B.V. and Lovely Peach Limited, providing capital to support growth initiatives while maintaining our status as an independent publicly traded company on Nasdaq. In connection with the transaction, we entered into an Investor Rights Agreement granting the Strategic Investors the right to collectively designate up to two non-voting observers to attend Board meetings, registration rights, and, upon full conversion of convertible notes issued in the transaction, the right to designate two individuals for appointment as directors. Following completion of this transaction, the Strategic Committee’s mandate was fulfilled and the committee was dissolved.

Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee has a written charter that is reviewed annually and revised as appropriate. A copy of each committee’s charter is available on the Investor Relations section of our website at www.carparts.com.

During fiscal 2025, the Board of Directors and the various committees of the Board held the following number of meetings: Board of Directors - 14; Audit Committee - 4; Compensation Committee - 5; Nominating and Corporate Governance Committee – 6; and Strategic Committee - 36. All directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees on which they served during the period in which they served in 2025. We do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders; however, directors are encouraged to attend all such meetings. All of our then-serving directors attended our 2025 Annual Meeting of Stockholders in person or via video conference.

Audit Committee. Our Audit Committee consists of Messrs. Greyson and Phelps and Dr. Costa. Mr. Greyson is the Chairman of the Audit Committee. Our Board of Directors has determined that each member of the Audit Committee is independent under the Nasdaq Rules and Rule 10A-3 under the Exchange Act. In addition, our Board of Directors has determined that each of Messrs. Greyson and Phelps qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC. The primary functions of this committee include the following:

Compensation Committee. Our Compensation Committee consists of Mr. Greyson, Ms. Liu and Ms. Dutra. Ms. Dutra is the Chair of our Compensation Committee. Our Board of Directors has determined that each member of the Compensation Committee is independent under the Nasdaq Rules. The primary functions of this committee include the following:

A more detailed description of the role of the Compensation Committee, including the role of executive officers and consultants in compensation decisions, can be found under “Compensation Philosophy and Objectives” below.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee consists of Ms. Liu, Ms. Dutra, and Dr. Costa. Ms. Liu is the Chair of our Nominating and Corporate Governance Committee. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent under the Nasdaq Rules. The primary functions of this committee include the following:

The Nominating and Corporate Governance Committee generally seeks directors with strong reputations and experience in areas relevant to the operations and strategies of the Company’s business. In connection with their recommendations regarding the size and composition of the Board, the Nominating and Corporate Governance Committee reviews the appropriate qualities and skills required of directors in the context of the then current make-up of the Board and the needs of the Company. The Nominating and Corporate Governance Committee generally identifies candidates for election to the Board of Directors; reviews their skills, characteristics and experiences; and recommends director nominees to the Board for approval. While we do not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Company is taking active steps to comply with applicable legislation relating to Board diversity requirements. The Nominating and Corporate Governance Committee strives to nominate directors with a variety of complementary skills and backgrounds so that, as a group, the Board will possess the appropriate talent, skills, insight and expertise to oversee our business. The Nominating and Corporate Governance Committee assesses each candidate’s independence, personal and professional integrity, financial literacy or other professional or business experience relevant to an understanding of our business; his or her ability to think and act independently and with sound judgment; and his or her ability and commitment to serve our and our stockholders’ long-term interests. All factors considered by the Nominating and Corporate Governance Committee are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. As a result, the priorities and emphasis of the Nominating and Corporate Governance Committee and of the Board may change from time to time to take into account changes in our business, our future opportunities and strategic plans, and other trends, as well as the portfolio of skills and experience of current and prospective directors.

The Nominating and Corporate Governance Committee generally leads the search for and selects, or recommends that the Board select, candidates for election to the Board. Consideration of new director candidates typically involves a series of committee discussions, a review of information concerning candidates and interviews with selected candidates. The Nominating and Corporate Governance Committee may in the future engage the services of a third-party search firm to identify director candidates. The Nominating and Corporate Governance Committee has the discretion to decide which individuals to recommend for nomination as directors.

The Nominating and Corporate Governance Committee will consider candidates for director recommended by our stockholders who meet the eligibility requirements for submitting stockholder proposals pursuant to Rule 14a-8 or our Bylaws for inclusion in our next proxy statement. The Nominating and Corporate Governance Committee will evaluate such recommendations applying its regular nominee criteria. Eligible stockholders wishing to recommend a director nominee must submit such recommendation in writing to the Chair, Nominating and Corporate Governance Committee, care of the Corporate Secretary, at the Company’s address set forth on the first page of this proxy statement by the deadline for submitting stockholder proposals pursuant to Rule 14a-8 or our Bylaws for inclusion in our next proxy statement set forth under “Additional Information” below. Nominations in accordance with our Bylaws must specify the following information: (a) the name and address of the candidate, (b) the name, address and phone number of the stockholder making the recommendation and of the director candidate, (c) the director candidate’s qualifications for membership on the Board, (d) a resume of the candidate’s business experience and educational background as well as all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director if nominated by the Board, (e) a description of all direct or indirect arrangements or understandings

between the recommending stockholder and the candidate and any other person or persons (naming such person or persons) pursuant to whose request the recommendation is being made by the stockholder, (f) all other companies to which the candidate is being recommended as a candidate for director, and (g) a signed consent of the candidate to cooperate with reasonable background checks and personal interviews, and to serve as a director, if nominated and elected. In connection with its evaluation, the Nominating and Corporate Governance Committee may request additional information from the candidate or the recommending stockholder, and may request an interview with the candidate.

Strategic Committee (Dissolved). In October 2024, the Board formed a Strategic Committee to oversee the Company’s exploration and evaluation of strategic alternatives, including a potential sale of the Company. The Strategic Committee consisted of Jim Barnes, Ana Dutra, and Jay Greyson, with Mr. Greyson serving as Chair.

The Board delegated to the Strategic Committee the full power and authority of the Board, to the maximum extent permitted by applicable law, to oversee and assist management with respect to strategic alternatives, authorize and direct management’s interactions with third parties regarding potential transactions, and explore, evaluate, consider, review and negotiate the terms and conditions of any transaction. The Strategic Committee was authorized to retain financial, legal and other advisors as the Strategic Committee deemed necessary to assist in performing its duties. Only the full Board had the power to approve entry into any definitive agreement.

The strategic review culminated in September 2025 with a $35.7 million strategic investment by International Auto Parts (Cayman) Limited, Axislink Holding B.V., and Lovely Peach Limited, providing the Company with capital to support growth initiatives while maintaining the Company’s status as an independent publicly traded company on Nasdaq. In connection with the transaction, the Company entered into an Investor Rights Agreement granting the Strategic Investors the right to collectively designate up to two non-voting observers to attend Board meetings, registration rights, and, upon full conversion of the convertible notes issued in the transaction, the right to designate two individuals for appointment as directors. Following completion of this transaction in September 2025, the Strategic Committee’s mandate was fulfilled and the committee was dissolved in October 2025. During fiscal 2025, the Strategic Committee held 36 meetings.

None of the members of our Compensation Committee is or has been an officer or employee of our Company or has had any relationship requiring disclosure under Item 404 of Regulation S-K during the last fiscal year. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee. During fiscal 2025, certain members of the Compensation Committee also served on the Strategic Committee, but no member of the Strategic Committee had any interest in the strategic investment transaction completed in September 2025 that would have given rise to a conflict of interest.

In connection with the September 10, 2025 closing of the private placement, International Auto Parts (Cayman) Limited, Axislink Holding B.V. and Lovely Peach Limited (and their respective affiliates) agreed under the Purchase Agreement to vote the shares of Company common stock held by them in the same relative proportions (“for,” “against,” “withheld,” “abstain” or otherwise) as the votes collectively cast by all other Company stockholders. The voting commitments applicable to International Auto Parts (Cayman) Limited and Axislink Holding B.V. expire 12 months after the closing (or earlier upon a Change in Control (as defined in the Purchase Agreement)). Additionally, the Strategic Investors were granted certain governance rights under an Investor Rights Agreement, including the right to designate board observers. See “Certain Relationships and Related Transactions” for additional information regarding the Investor Rights Agreement.

Our Board of Directors has implemented a process by which stockholders may send written communications directly to the attention of the Board, any committee of the Board or any individual Board member, care of our Corporate Secretary at 4910 Airport Plaza Dr., Suite 300, Long Beach, California 90815. The name of any specific intended Board recipient should be

noted in the communication. Our Corporate Secretary will be primarily responsible for collecting, organizing and monitoring communications from stockholders and, where appropriate depending on the facts and circumstances outlined in the communication, providing copies of such communications to the intended recipients. Communications will be forwarded to directors if they relate to appropriate and substantive corporate or Board matters. Communications that are of a commercial or frivolous nature, or otherwise inappropriate for the Board’s consideration will not be forwarded to the Board.

All directors and executive officers are prohibited from engaging in short-term or speculative transactions involving our securities, such as publicly traded options, short sales, puts and calls, and hedging transactions.

We are committed to conducting business in an environmentally sustainable and socially responsible manner and managing the risks and opportunities that arise from ESG issues. We believe that operating in a socially responsible and sustainable manner will drive long-term value creation for our Company and its stockholders.

The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s ESG processes, policies, and performance and making recommendations to the full Board. The Nominating and Corporate Governance Committee will receive regular updates from management on progress and strategy to satisfy these oversight responsibilities. The Audit Committee oversees additional risk management functions, including cybersecurity risks.

We previously launched an initiative to enhance our ESG policies and disclosures informed by the Sustainability Accounting Standards Board (“SASB”) e-commerce industry disclosure guidelines. Our management has reviewed and updated various ESG policies and processes located on the investor relations page of our website at https://www.carparts.com/ESG/. The enhanced policies included: Environmental, Data Privacy, Human Rights, Labor Rights, Whistleblower, and Political Involvement.

We have also published a Corporate Social Responsibility Report (“CSR Report”), located at https://www.carparts.com/ESG/. The CSR Report incorporates the Company’s SASB report, which aligned with the standards for the e-commerce industry includes quantitative data, discussion of data privacy and security, and analysis of the Company’s environmental considerations.

We expect to build upon ESG progress made thus far and continue to develop our long-term ESG roadmap.

We work to enable our employees to think creatively and authentically, share their ideas, bring their whole selves to work, and strive to make a difference every day. We are proud to have a diverse team, and we recognize that there is opportunity for us to continue improving representation, particularly among our senior leadership. We support and celebrate all diversity, and are committed to providing an equal employment opportunity regardless of race, color, ancestry, religion, sex, national origin, sexual orientation, age, marital status, disability, gender identity, or Veteran status. In addition, our Board of Directors believes that in order to fulfill its overall fiduciary responsibility to stockholders and the Company, it must maintain a strategic composition that includes the experience, qualifications, skills, and diversity needed for each member of the Board of Directors to complement the others. When searching for new directors, the Board of Directors considers diversity. During 2024, 2025 and as of March 11, 2026, three of our six board members were female, and two of our six members represented a minority group.

RSM US LLP (“RSM”) has audited our consolidated financial statements since 2015. The Audit Committee has appointed RSM to continue in this capacity for the fiscal year ending January 2, 2027 (“fiscal 2026”). We are asking our stockholders to ratify the appointment by the Audit Committee of RSM as our independent registered public accounting firm to audit our consolidated financial statements for fiscal 2026 and to perform other appropriate services. Stockholder ratification of the appointment of RSM as our independent registered public accounting firm is not required by the Bylaws or otherwise. In the event that our stockholders fail to ratify the selection, it will be considered a recommendation to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent accounting firm at any time if the committee feels that such a change would be in our best interests and in the best interests of our stockholders.

A representative of RSM is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions.

The Audit Committee and the Board believe that the continued retention of RSM as the Company’s independent external auditor is in the best interests of the Company and our stockholders. In reaching this conclusion, the Audit Committee considered a number of factors, including:

Approval of this Proposal Two requires the affirmative vote of a majority of the voting power of the stockholders present in person or by proxy and entitled to vote at the Annual Meeting and on the proposal. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the same effect as a vote against the proposal. Because this proposal is considered a “routine” matter under applicable stock exchange rules, we do not expect to receive any broker non-votes on this proposal.

The following table sets forth the fees billed to us for fiscal years 2025 and 2024 by RSM:

Audit Fees. Audit fees consisted of fees billed by RSM for professional services rendered in connection with the audit and quarterly reviews of our consolidated financial statements.

Audit Related Fees. Audit related fees for fiscal 2024 and 2025 consisted of fees billed by RSM for professional services rendered in connection with reviews of registration statements and other accounting consultations not qualifying under audit fees.

Tax Fees. Tax fees include fees for tax compliance, tax advice and tax planning services.

All Other Fees. All other fees relate to services not captured in the audit, audit related, or tax categories.

All engagements for services by RSM are subject to prior approval by the Audit Committee pursuant to the pre-approval policy set forth in the charter of the Audit Committee; however, de minimis non-audit services may instead be approved in accordance with applicable SEC rules. The Audit Committee may also delegate to one or more designated members of the Audit Committee the authority to grant such pre-approvals, provided that the decision of any member to whom authority is so delegated shall be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all services provided by RSM for fiscal years 2025 and 2024.

The following is the report of the Audit Committee with respect to the Company’s audited consolidated financial statements for the fiscal year ended January 3, 2026 included in the Company’s Annual Report on Form 10-K for that year.

In carrying out its responsibilities under the Audit Committee Charter, which is available by accessing the investor relations section of our website at https://www.carparts.com/investor/corporate-governance#governance-documents, the Audit Committee, among other things, supervises the relationship between the Company and its independent auditors, including making decisions with respect to their appointment or removal, reviewing the scope of their audit services, pre-approving audit engagement fees and non-audit services and evaluating their independence. The Audit Committee oversees and evaluates the adequacy and effectiveness of the Company’s systems of internal and disclosure controls and internal audit function. The Audit Committee has the authority to investigate any matter brought to its attention and may engage outside counsel for such purpose.

The Company’s management is responsible, among other things, for preparing the financial statements and for the overall financial reporting process, including the Company’s system of internal controls. The independent auditor’s responsibilities include auditing the financial statements and expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles (“GAAP”).

The Audit Committee met 4 times during fiscal 2025. The Audit Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Audit Committee’s meetings include sessions with the Company’s independent auditor and management present and regular sessions without the presence of the Company’s management.

As part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with management and the Company’s independent auditors, the audited financial statements of the Company for the fiscal year ended January 3, 2026. The Audit Committee discussed with the independent auditors such matters as are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee also discussed with the auditors the independence of the auditors from the Company and its management, including the matters in the written disclosures the Audit Committee received from the independent auditor as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and considered the compatibility of non-audit services with the auditor’s independence.

Based on its review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, for filing with the SEC. The Audit Committee has also selected RSM as the Company’s independent auditors for fiscal year 2026.

Submitted by the Audit Committee

of the Board of Directors:

Jay Greyson, Chairman

Barry Phelps

Dr. Lisa Costa

The table below sets forth certain information regarding our current executive officers.

The following is certain biographical information describing the business experience of each of our executive officers who is not a director. The biography of Mr. Meniane appears earlier in this proxy statement. See “Information about our Directors and Nominee.”

Mark DiSiena has served as our Interim Chief Financial Officer since November 2025. Mr. DiSiena is a CPA with significant financial and operational expertise, particularly with public companies. From April 2025 to October 2025, Mr. DiSiena served as Chief Financial Officer of Wellgistics Health (NASDAQ: WGRX), a Tampa, Florida-based healthcare company. From October 2023 to November 2024, Mr. DiSiena served as Chief Financial Officer of AgEagle Aerial Systems (NYSE: UAVS), a Wichita, Kansas-based aerial systems company. From November 2021 to October 2023, Mr. DiSiena provided strategic business advisory services and served as contract and interim Chief Financial Officer and Chief Operating Officer through Cresset Advisors. From March 2020 to November 2021, Mr. DiSiena served as Chief Financial Officer of Titanium Healthcare, a Scottsdale, Arizona-based healthcare company. Earlier in his career Mr. DiSiena served as Chief Financial Officer of Decentral Life (OTC: WDLF), a Los Angeles, California-based company and of Cherokee Global Brands (NASDAQ: CHKE), a Los Angeles, California-based global brand licensing company. Mr. DiSiena holds an MBA from Stanford University Graduate School of Business, a JD from Vanderbilt University School of Law, and a BS in Accounting from New York University.

Michael Huffaker has served as our Chief Operating Officer since December 2022. Mr. Huffaker, 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. Mr. Huffaker began his buying career in 2003 at Wal-Mart Stores and thereafter held additional buying roles with Sam’s Club and Circuit City. Mr. Huffaker received both his undergraduate degree and MBA from the University of Arkansas.

Kals Subramanian has served as our Chief Technology Officer since April 2022. Before joining CarParts.com, Mr. Subramanian served as Vice President of eCommerce Technology at Lowe’s Companies, Inc. from February 2021 to April 2022, and as its Senior Director of Product Management from April 2020 to February 2021. From 2015 to 2020, Mr. Subramanian served as Director of IT Application Delivery and Strategy at Best Buy Co., Inc. and from 2012 to 2015, he held various management positions at Target Corporation within its Target.com and Mobile, Technology Services division. Mr. Subramanian holds a Bachelor of Engineering degree in Electrical and Electronics Engineering from Bharathidasan University.

Our executive officers are elected by our Board of Directors and serve at the discretion of our Board until their successors have been duly elected and qualified or until their earlier resignation or removal.

The below discussion describes the principles, objectives, policies, practices and components of our executive compensation program and the bases on which executive compensation decisions were made by our Compensation Committee for fiscal 2025 and discloses the various forms of compensation paid to our executives, including the following named executive officers or “NEOs”.

Our insider trading policy prohibits all directors, employees and their family members from purchasing or selling any type of security, whether the issuer of that security is the Company or any other company, while aware of material, non-public information relating to the issuer of the security or from providing such material, non-public information to any person who may trade while aware of such information. The insider trading policy also contains anti-hedging and pledging prohibitions, which among other things, prohibit directors and employees from engaging in short sales with respect to our securities, purchasing or pledging Company stock on margin and entering into derivative or similar transactions (i.e. puts, calls, options, forward contracts, collars, swaps or exchange agreements) with respect to our securities. We also have procedures that require trades by executive officers and directors to be pre-cleared by appropriate Company personnel. We will not engage in transactions in our own securities, except in compliance with applicable securities laws.

To further align the long-term interests of our executive officers with those of our stockholders, our stock ownership guidelines require executive officers and non-employee directors to maintain significant direct ownership in our common stock. In particular, our Executive Officer Stock Ownership Policy (“Stock Ownership Policy”) mandates that our executive officers own shares of our common stock having an aggregate value at least equal to 100% of the officer’s annual base salary (600% in the case of our CEO, and 300% in the case of our CFO). Newly-hired or promoted executive officers are required to comply within three years following their hire or promotion date. The Stock Ownership Policy also requires that the Company’s CEO and CFO maintain a minimum retention ratio of at least one half of their Company common stock and option holdings until they meet the stock ownership guidelines and a minimum retention ratio of at least two-thirds of all vested restricted stock (net of shares withheld for or used to pay taxes) for a period of at least 36 months following the date such restricted stock vests. The Company maintains separate Director Stock Ownership Guidelines which are discussed below.

Each executive officer and non-employee director remains subject to the Stock Ownership Policy or Director Stock Ownership Guidelines, as applicable, as long as he or she continues to be employed by us or serves on the Board, respectively. Exceptions may be made in extraordinary circumstances such as personal hardship. We measure ongoing compliance with the Stock Ownership Policy and Director Stock Ownership Guidelines annually, as of the date of our annual meeting of stockholders (“Determination Date”), and value the shares held based on the higher of: (i) the price they were acquired or (ii) market value, with market value determined as the closing price of our common stock on the Determination Date. To calculate stock ownership, shares underlying unexercised stock options are not included, while 65% of unvested restricted stock awards (estimating net after tax shares assuming a 35% tax rate) are included.

In May 2023, we adopted the CarParts.com, Inc. Incentive Compensation Recovery Policy, effective as of May 25, 2023 (the “Clawback Policy”), for compliance with the Nasdaq Rules and Section 10D of the Exchange Act. The Clawback Policy requires the Company to clawback erroneously awarded incentive compensation received by covered employees (current and former executive

officers) during the three fiscal years that precede the date the Company is required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. A copy of the Clawback Policy is included as an exhibit in the Company’s Annual Report on Form 10-K for the year ended January 3, 2026.

We previously adopted an Executive Compensation Clawback Policy pursuant to which executive officers are required to return incentive compensation paid to them if the financial results upon which the awards were based are materially restated and such executive officer engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement (a “Material Financial Restatement”). Under the Executive Compensation Clawback Policy, the Company can require reimbursement of all or a portion of any bonus, incentive payment, equity-based compensation (including performance-vesting restricted stock awards, time-vesting restricted stock awards and stock options), or other compensation to the extent that it is paid, earned or vests less than three years prior to the date we publicly disclose the need for the applicable Material Financial Restatement. The Executive Compensation Clawback Policy will continue to apply to incentive compensation received prior to the effective date of the Clawback Policy.

We believe the Clawback Policy is sufficiently broad to reduce the potential risk that an executive officer would intentionally misstate results in order to benefit under an incentive program and provides the opportunity for recoupment in the event that an executive officer took actions that, in hindsight, should not have been rewarded.

In furtherance of our objective of implementing policies and practices that are mindful of the concerns of our stockholders, (i) the Compensation Committee is comprised solely of independent directors, and (ii) the Compensation Committee retained Compensia, Inc. (“Compensia”) as its independent compensation consultant to provide it with advice on matters related to executive compensation, non-employee director remuneration and assistance with preparing compensation disclosure for inclusion in our SEC filings.

The Company provides competitive pay opportunities that we believe reflect best practices. The Compensation Committee continually reviews best practices in governance and executive compensation. In observance of such best practices, the Company:

Our executive compensation programs are designed to attract, motivate, and retain talented executives who possess skills relevant to the highly competitive and dynamic e-commerce industry in which we operate. Our compensation programs offer competitive compensation and reward the achievement of both short and long-term financial objectives. Compensation generally consists of long-term and short-term incentives and cash and non-cash forms of compensation. Short-term compensation primarily consists of base salary and cash or equity-based bonuses. Long-term incentives include equity awards, typically in the form of restricted stock units or options, although we did not grant any stock options to our executives in 2025. Other compensation components include severance benefits and accelerated vesting upon certain triggering conditions (e.g. a termination of employment following a change of control), allowances, generally available benefits such as health insurance and retirement benefits (401(k)), benefits associated with participation in our deferred compensation plan, the ability to purchase discounted stock under the ESPP, and the ability to purchase stock under the Company’s Officer and Director Share Purchase Plan. Our general employee benefit programs are selected to be competitive with the broader job market.

Decisions regarding executive compensation are the responsibility of our Compensation Committee, in consultation from time to time with the Board of Directors, members of management and independent compensation consultants. Our CEO provides performance reviews of the other NEOs and makes recommendations to the Compensation Committee regarding their compensation, although the Compensation Committee is not bound by his recommendations. The Compensation Committee believes it possesses the skills and resources required to effectively discharge its duties in reviewing and recommending the compensation arrangements for our NEOs. The Compensation Committee also regularly reviews and approves equity grants to non-executive employees proposed by management, typically on the basis of pre-established ranges, and requires business justification to approve any grants that exceed pre-established ranges. The Compensation Committee meets as frequently as it deems necessary to address matters within its area of responsibility. Review of proposed executive compensation packages for the following year typically commences in the fourth quarter of each fiscal year.

As part of the Compensation Committee’s annual evaluation of executive compensation, the Compensation Committee engaged Compensia to ensure that the Company remained competitive in attracting and retaining talented executives. Other than its work for the Compensation Committee, Compensia has not performed any other services for us, and the Compensation Committee has determined that the work performed by Compensia has not raised any conflict of interest. Compensia consults with the Compensation Committee regarding our executive compensation programs and provides recommendations to ensure our executive compensation practices are competitive, cost effective and reasonably suited to our operational needs, strategic direction and financial condition.

In determining an executive officer’s compensation, the Compensation Committee considers several factors, including, the executive’s responsibilities, expertise, past experience, performance history, our financial condition and outlook, and the compensation practices of companies within our peer group. In general, we seek to be competitive within our peer group for total executive compensation, and allocate more weight to long-term and short-term performance-based forms of compensation, which we believe incentivize our executives to manage our operations in a manner that will increase our competitiveness, strengthen our financial position and generate long-term stockholder value.

The Compensation Committee utilized data from the group of peer companies listed below to assist in making compensation decisions for the NEOs. This peer group was reviewed by Compensia and approved by the Compensation Committee and consisted of heavily technology-enabled companies with an internet or applications software focus that we believe are of a similar size to us utilizing trailing twelve-month revenues, market capitalization and employee headcount. At the time this peer group was selected, the median revenue and market capitalization of these firms were approximately $546,000,000 and $164,000,000, respectively. In 2025, the Compensation Committee elected to utilize the following peer group to design our 2025 executive compensation program:

Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executives. Base salaries may be adjusted based on numerous factors, including a change in an NEO’s responsibilities, demonstrated performance or relevant competitive market data. Although the Compensation Committee does not have a pre-established policy or target a specific percentile among the peer group for the allocation of the various components of executive compensation, given our financial performance in 2024, the Compensation Committee determined that it was appropriate to maintain the compensation of our NEOs for fiscal 2025 at levels below the peer group 50^th percentile for total compensation. This was achieved in part by decreasing the use of equity-based forms of compensation. Adjustments to a NEO’s compensation made in connection with the Compensation Committee’s annual review generally occur in the first quarter of the fiscal year. Equity awards for our NEOs are typically granted during the first quarter of the fiscal year.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) disallows a tax deduction to publicly held companies for compensation paid to certain covered executives to the extent such compensation exceeds $1.0 million per covered officer in any year. The Compensation Committee understands that it is possible that the compensation payable to our named executive officers will exceed the $1.0 million limit under Section 162(m). We believe that in establishing the cash and equity incentive compensation programs for our named executive officers, the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration and not the sole governing factor. For that reason, we may deem it appropriate to provide one or more NEOs with the opportunity to earn incentive compensation, whether through annual cash incentive programs tied to our financial performance or through equity awards, which together with base salary in the aggregate may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. We believe it is important to maintain cash and equity incentive compensation at the levels needed to attract and retain the named executive officers essential to our success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

The components of our 2025 executive compensation program include:

Base salaries are paid in cash but NEOs may elect to have a portion of their salaries paid in shares of our common stock under our Officer and Director Share Purchase Plan and may also allocate a portion of their earnings to purchase stock under our ESPP, in each case subject to plan-specific limits as discussed below. The total amount of annual incentive bonus earned can range from 0% to 200% of the target amount, depending on the degree to which applicable financial metrics and individual management-based objectives (“MBOs”) are realized. Long-term incentive-based payments consist of (1) time-based RSUs, which generally vest over a period of three years in equal annual installments (“RSUs”); and (2) performance-based restricted stock units which are paid out on the basis of annual and cumulative stockholder returns realized for our common stock over a three-year period relative to the Russell 2000 index (“TSR PRSUs”). The maximum total amount of TSR PRSUs that can be paid out is 200% of the target amount. We did not award any stock options to our NEOs in 2025. Additionally, NEOs are eligible to receive certain severance benefits and acceleration of awards in the event they are involuntarily terminated or we undergo a change of control.

Our 2025 compensation structure includes short-term and long-term incentives tied to financial performance in the current and future years. The following table illustrates the percentage of each compensation component for our CEO versus our other executive officers. For incentive-based compensation, target amounts were used.

The primary components of our executive compensation program generally include (a) base salaries; (b) annual cash bonuses; (c) annual equity grants; and (d) in certain cases, other long-term equity incentive opportunities. Executives also participate in employee benefit programs available to the broader employee population such as our 401(k) plan and health insurance and are entitled to severance protection benefits. Our executive compensation program is intended to provide executives with overall levels of compensation that are competitive within the e-commerce industry, as well as within a broader spectrum of companies with comparable revenues and market capitalizations. Our 2025 compensation structure includes short-term and long-term incentives tied to financial performance, in the current and future years. The Compensation Committee selected these components for fiscal 2025 in order to attract and retain high-performing executives and reward the delivery of strong financial results and stock performance. The use and weight of these components were based on the Compensation Committee’s general experience in making a subjective determination of the importance of each component in meeting our overall compensation philosophy and performance objectives. The Compensation Committee believed that this set of components was appropriate and effective but will continue to review these elements of compensation and may change them if it believes that doing so will improve our compensation objectives. The Compensation Committee reviews the entire executive compensation program (other than generally available

benefit programs) on at least an annual basis. However, the Compensation Committee at any time may review one or more components as necessary or appropriate to ensure such components remain competitive, appropriately designed to reward performance, and aligned with our compensation philosophy and objectives.

At our 2023 Annual Meeting of Stockholders, stockholders were asked to vote on the frequency of say-on-pay. In line with stockholder preference, the Board has approved an annual say-on-pay vote until the next say-on-pay frequency vote in 2029. Our most recent say on pay vote took place in connection with our 2025 Annual Meeting of Stockholders, and the next vote (following the vote at our 2026 Annual Meeting of Stockholders) will take place in connection with the 2027 Annual Meeting of Stockholders.

Our executive compensation program has previously received strong stockholder support. At the 2023, 2024 and 2025 Annual Meetings, it received support of 91.9%, 88.8% and 90.2% of the votes cast, respectively. Our Compensation Committee and the other members of our Board view this consistent high level of support as indicative of our commitment to effectively link pay and performance. Our stockholders’ votes, reflects strong support for our executive compensation program, pay-for-performance compensation philosophy and goals, market best practices and focus on stockholders’ interests.

Base salaries for NEOs are set with regard to the individual’s position within the Company and the individual’s current and sustained performance results and, in the case of our NEOs for 2025, at levels that would allow us to successfully attract them to the Company. Base salary levels, and any increases or decreases to those levels for each executive, are reviewed annually by the Compensation Committee and may be adjusted based on factors such as the overall performance of the Company, new roles and/or responsibilities assumed by the executive, the performance of the executive’s area of responsibility, the executive’s significant impact on strategic goals, the executive’s length of service with the Company, or revisions to the Company’s compensation philosophy.

The Compensation Committee reviews executive base salaries in conjunction with our annual performance review process. During this process, the CEO will review the performance of the other NEOs and will report those findings to the Compensation Committee. A NEO’s personal performance will be judged in part on their successful completion of individualized MBOs. Factors considered in setting an NEO’s base salary, include their experience, skills, expertise, responsibilities, individual performance, and our overall performance as a company, and, where appropriate, the recommendations of our CEO. Individual performance assessments are qualitative and are guided by the recommendations of our CEO (other than for himself) as well as the experience and knowledge of the members of the Compensation Committee regarding compensation matters. No specific weight is attributed to any of the factors considered by the Compensation Committee in setting base salary changes although expansions in responsibilities or the assumption of additional roles within the Company may result in significant merit increases. Salaries are benchmarked against market data for comparable positions to determine whether total short-term compensation is competitive with the overall job market and the Compensation Committee will evaluate a proposed executive salary in relation to our operational budget and financial projections to determine the extent to which granting an increase is financially prudent. The Compensation Committee does not follow a fixed formula to determine salary increases.

Our executives are eligible to earn annual incentive bonus compensation under our incentive bonus plan that ties the level of achievement of the Company’s annual financial performance goals to the amount of annual incentive compensation that we pay to each of our executives. Our annual incentive payouts have typically been denominated in equity rather than cash. Our 2025 Bonus

Plan for executive officers was designed to drive achievement of our annual objectives and reward individual performance in connection with achievement of those shorter-term objectives, while at the same time linking executives’ interests with the creation of stockholder value. Each NEO has a target bonus opportunity expressed as a percentage of his base salary as in effect at the end of the fiscal year.

For 2025, incentive bonuses were established based upon a mix of Adjusted EBITDA, total sales, and MBOs, so as to encourage the executives to maximize the performance of the business, and in turn, increase stockholder value. For purposes of the 2025 Bonus Plan, we defined Adjusted EBITDA, a non-GAAP measure, as net income (loss) before net interest expense, income tax provision, depreciation and amortization expense and amortization of intangible assets, plus share-based compensation expense. A reconciliation of Adjusted EBITDA to net income (loss) is provided in our Annual Report on Form 10-K. and as Appendix A to this Proxy Statement. Incentive bonuses are established, adjusted and given final approval by the Compensation Committee, which has full discretion as to whether or not to award a given bonus. Each executive’s target bonus for fiscal 2025 was as follows:

Under our 2025 Bonus Plan, 35% of the target bonus for executive officers were based on Adjusted EBITDA, 35% on sales and 30% on achievement of individual MBOs. In 2025, based on achievement relative to sales and Adjusted EBITDA, our NEOs did not receive a cash bonus as discussed below.

The actual bonus earned by the NEOs for the sales and Adjusted EBITDA components is assessed on a linear basis by the Compensation Committee based on the degree to which the Company achieved its Adjusted EBITDA and sales goals for 2025. The maximum bonus payable to each executive officer under the 2025 Bonus Plan based on the Adjusted EBITDA, sales performance and MBO components is equal to 200% of the executive’s target bonus opportunity with respect to these components. The Compensation Committee determined to cap bonus payouts for outperformance at 200% of the target bonus amount to limit our executives’ maximum bonus potential.

The following table summarizes the minimum, target, and maximum performance thresholds for the sales and Adjusted EBITDA components of our 2025 Bonus Plan.

The table below illustrates the minimum, target, and maximum bonus amounts, expressed in dollars, potentially payable to our NEOs under the annual bonus plan, inclusive of bonus amounts attributable to realization of MBOs:

Applying the formula to our 2025 financial performance, the Compensation Committee determined that irrespective of MBO performance and due to overall Company financial performance, that the Company would not pay out a cash bonus to any of the NEOs.

Our Chief Executive Officer, together with the Chair of our Compensation Committee, makes recommendations on equity awards to the Compensation Committee. Our Chief Executive Officer recuses himself with respect to his own equity awards, in which case the Chair of our Compensation Committee makes such recommendations. Based on these recommendations, the Compensation Committee considers the proposed grants. We believe that the long-term performance of the Company is achieved through an ownership culture that encourages long-term performance by our executive officers through the use of equity-based awards and we have established equity incentive plans to provide our employees, including our executive officers, with incentives to help align those employees’ interests with the interests of stockholders. Historically, our long-term equity incentive compensation has included options to acquire shares of our common stock. The Compensation Committee also considers other forms of equity awards, such as time-based and performance-vesting restricted stock awards or restricted stock units, and performance-vesting stock options. The Compensation Committee uses equity-based awards as a significant component of our executive officers’ long-term incentive compensation. For 2025, the Compensation Committee delivered long-term incentive compensation primarily in the form of restricted stock awards (“RSAs”) with service-based vesting, which generally vest ratably over a three-year period, subject to continued service through the applicable vesting dates. The Compensation Committee believes RSAs promote long-term retention and support an ownership culture by providing executives with direct equity ownership interests that align their interests with those of our stockholders. The Compensation Committee periodically reviews grant practices and market data, including the aggregate number of shares used for new awards and potential dilution and overhang, when making equity award decisions. RSAs are shares of our common stock issued subject to forfeiture and transfer restrictions until vesting conditions are satisfied.

In 2025, long-term equity incentive compensation consisted of 50% of grants of time-based restricted stock awards and 50% of performance-vesting restricted stock based on relative total stockholder return (as described below). When appropriate, the Compensation Committee also considers (i) the total number of shares used for new equity awards, (ii) the proportion of outstanding equity awards relative to the total number of shares issued and outstanding and (iii) the proportion of outstanding equity awards and the remaining available share pool relative to the total number of shares issued and outstanding. Analyzing these additional factors allows the Compensation Committee to assess the effects that issuing new awards will have on the then-current share reserve, dilution of existing stockholder interests and any resulting share overhang.

An executive officer typically receives a significant restricted stock or restricted stock unit or stock option grant in the year he or she commences employment at the first Compensation Committee meeting following the executive’s date of hire. Stock option grants vest as to 25% of the shares underlying the option on the first anniversary of the grant date, with the remainder vesting in 36 equal monthly installments thereafter, subject in each case to such executive’s continued service through such date. Stock grants (RSAs and RSUs) generally vest as to 33 1/3% of the shares on the first anniversary of the grant date, with the remainder vesting over the following two years, subject in each case to such executive’s continued service through such date. These stock and stock option grants may vest on an accelerated basis if we undergo a change of control or upon certain terminations of employment with us, as further described in the section titled: “Employment Agreements and Potential Payments upon Termination or Change of

Control” below. The Compensation Committee generally approves annual refresh grants for the executives in the first fiscal quarter of each year. The Compensation Committee will, however, periodically consider equity award grants as may be necessary or appropriate to achieve the philosophy and objectives of the overall executive compensation program.

The principal objectives served by our long-term equity incentive awards are to align the interests of our NEOs with our stockholders and to provide each NEO with a significant long-term incentive to manage the Company from the perspective of an owner with an equity stake in the business. Another objective of the equity incentive component of our compensation program is to provide a competitive overall compensation package that will enable us to attract and retain talented executives. The Compensation Committee believes that unvested equity awards are a key factor in motivating and retaining executive personnel, as well as incentivizing executive personnel to preserve the current value and grow the future value of our stock, thereby furthering the interests of our other stockholders.

The Compensation Committee determined the appropriate size of long-term equity-based incentives awarded for fiscal 2025 to our NEOs to meet our philosophy and objectives by reviewing and considering the following factors:

Based on the foregoing considerations, the Compensation Committee granted time-based and performance-based equity awards for fiscal 2025 to our NEOs under our 2016 Equity Incentive Plan (“2016 Equity Incentive Plan”). Our 2016 Equity Incentive Plan provides the Compensation Committee discretion to grant equity to employees in many forms. The Compensation Committee selected restricted stock awards (RSAs) in various forms, including time-based RSAs which vest over a three-year period, and performance vesting RSAs vesting over a period of three years on the basis of total stockholder return. The Compensation Committee believes that these forms address the goals of our long-term incentive program. Time-based RSAs are principally intended to retain key executives and encourage prudent management of our business, and the performance vesting RSAs are intended to incentivize stockholder value creation. Time-based RSUs vest over three years with the first 1/3 vesting at least one year after the grant date. For PRSUs tied to total stockholder return, payouts are determined based on 1-year, 2-year, and 3-year total stockholder returns for the Company’s common stock relative to the constituents of the Russell 2000 Index. Total stockholder return is equal to the difference between the average price during the last 90 days of the current year of the measuring period and the average price during the last 90 days of 2024. A maximum of 1/3 of the target amount may be earned after each of years 1 and 2 of the measuring period (calendar years 2025 and 2026), respectively, based on 1-year and 2-year total stockholder return. After year 3, up to 200% of the target amount may be awarded, less amounts previously awarded for years 1 and 2. Target payout levels correspond to performance at the 50th percentile level. Minimum performance at the 25th percentile level is required for vesting to commence and maximum payouts correspond to performance at the 75th percentile level. Payouts are capped at 100% of the target level if total stockholder return is negative. Linear interpolation is used to determine payouts between threshold, target, and maximum performance levels.

During 2025, we granted to our NEOs time-based RSAs with an aggregate fair market value of $1,060,800, which amount includes the special retention RSA awards described below. For TSR performance vesting RSAs tied to relative total stockholder return, the fair value of the grants issued to our NEOs during 2025 at target levels was $601,800. Based on the relative total stockholder return realized in 2025, none of the performance vesting RSAs grant was paid out and none of the TSR PRSUs granted in 2023 and 2024 to our NEOs were paid out. The combined fair value of the RSAs, performance vesting RSAs, RSU and PRSU grants are reported in the Stock Awards Column of the Summary Compensation Table.

In January 2025, the Compensation Committee granted RSAs with an aggregate grant date value of $435,500 (the “Retention RSAs”) to Messrs. Meniane, Huffaker and Subramanian. The Retention RSAs vest fifty percent on the first anniversary of the grant date, with the remainder vesting on the second anniversary of the grant date, in each case subject to continued employment through the applicable vesting date.

In approving the Retention RSAs, the Compensation Committee considered heightened retention concerns for certain NEOs in light of continued macroeconomic volatility and the resulting pressure on Company performance and equity valuation, including uncertainty regarding trade policy and potential tariff-related impacts (including uncertainty relating to proposed U.S. tariffs), amid strong competition for talent in the technology and consumer product markets. The Compensation Committee also considered that the Board had formed a Strategic Committee in October 2024 to oversee a comprehensive review of strategic alternatives, including potential sale transactions, and that maintaining leadership continuity and focus was critical to supporting the Strategic Committee’s work and preserving optionality for stockholders throughout the strategic review process. The Compensation Committee believed that it was in stockholders’ best interests to retain key executives during this period and that RSAs would best meet this retention objective while continuing to align management’s interests with stockholders.

After careful deliberation, the Compensation Committee determined these grants were necessary and in the best interests of our stockholders for several compelling reasons:

We experienced significant stock price volatility driven by broader macroeconomic factors affecting the automotive and e-commerce sectors, including uncertainty regarding trade policy and potential tariff-related impacts. This volatility reduced the retention value of previously granted equity awards and increased retention risk for key executives. The Compensation Committee designed these awards to address retention risk without altering the terms of outstanding awards and without providing any repricing or cash “make-whole” payments.

We are executing a multi-year strategic transformation focused on expanding proprietary and branded product offerings, enhancing technology infrastructure, and developing business-to-business capabilities. The Compensation Committee determined that leadership continuity during this pivotal period is important to successful implementation and long-term stockholder value creation.

To ensure alignment with stockholder interests, these awards incorporate several stockholder-friendly provisions:

The Compensation Committee emphasizes that these Retention RSAs are special, one-time awards intended to address unique business circumstances and retention risk. And as of March 15, 2026, no other special retention awards are contemplated or have been granted to the NEOs. The Compensation Committee does not expect to make additional retention grants of this type. Our regular compensation program continues to emphasize performance-based metrics for both short- and long-term incentives, consistent with our pay-for-performance philosophy.

Even including these Retention RSAs (together with our regular long-term incentive awards), the Compensation Committee believes our NEOs’ target total direct compensation generally remained below the 50th percentile of our peer group. Even including these grants, the Compensation Committee believes our NEOs’ total compensation remains within competitive market ranges.

The Compensation Committee and Board of Directors remain committed to our pay-for-performance philosophy. The Retention RSAs represent a targeted exception to our regular compensation program designed to address the retention and leadership continuity considerations described above. Our regular annual incentive and equity programs continue to emphasize performance-based compensation that rewards the achievement of short- and long-term financial and operational objectives.

Based on the factors described above, the Compensation Committee authorized and approved the following equity incentive awards during fiscal 2025 for each of our named executive officers:

The following table sets forth information regarding the compensation earned or awarded during fiscal year ended January 3, 2026 by our NEOs. The following table also sets forth such information for our NEOs for fiscal years 2024 and 2025.

The following table sets forth all other categories of compensation granted to our NEOs during fiscal year 2025, as summarized in the All Other Compensation column of the Summary Compensation Table above.

Our executive officers are eligible to receive the same benefits, including non-cash group life and health benefits, as well as a Company match of 50% of contributions to the Company’s 401(k) up to 6% of salary, that are available to all employees. We intend for the 401(k) plan to qualify under Section 401 of the Internal Revenue Code so that contributions by employees or by us to the 401(k) plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the 401(k) plan.

We also provide reimbursement for life insurance premiums to our NEOs and some of our other key executives. Certain additional benefits are also provided to some of our executives from time to time, such as a car allowance and payment of health insurance and life insurance premiums, or relocation assistance, each on a case-by-case basis.

The following table presents the outstanding equity awards held by each of the NEOs as of January 3, 2026.

We currently have outstanding equity awards that were granted under two equity compensation plans, the 2007 Omnibus Incentive Plan and the 2016 Equity Incentive Plan.

We adopted the 2007 Omnibus Incentive Plan (the “2007 Omnibus Plan”) in January 2007, which became effective on February 8, 2007, the effective date of the registration statement filed in connection with our initial public offering. Options granted under the 2007 Omnibus Plan generally expire no later than ten years from the date of grant and generally vest over a period of four years. The exercise prices of all option grants are equal to 100% of the fair market value on the date of grant. No further shares are available for future grants under the 2007 Omnibus Plan following the Company’s adoption of the 2016 Equity Incentive Plan. As of January 3, 2026, 0 restricted stock units were outstanding under the 2007 Omnibus Plan and options to purchase 51,250 shares of our common stock were outstanding under the 2007 Omnibus Plan at a weighted average exercise price of $2.64 per share.

Our 2016 Incentive Plan was adopted by our Board of Directors in March 2016 and approved by our stockholders in May 2016. Subject to adjustment for certain changes in the Company’s capitalization, the aggregate number of shares of the Company’s common stock that may be issued under the 2016 Incentive Plan will not exceed the sum of (i) two million five hundred thousand (2,500,000) new shares, (ii) the number of unallocated shares remaining available for the grant of new awards under the Company’s 2007 Omnibus Plan described above as of the effective date of the 2016 Plan (which was equal to 3,894,000 shares as of May 31, 2016) and (iii) any shares subject to a stock award under the 2007 Omnibus Plan that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued, that are not issued because such stock award is settled in cash, that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or that are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. In addition, the share reserve will automatically increase on January 1^st of each year, for a period of nine years, commencing on January 1, 2017 and ending on (and including) January 1, 2026, in an amount equal to one million five hundred thousand (1,500,000) shares per year; however the Board of Directors of the Company may act prior to January 1^st of a given year to provide that there will be no January 1^st increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant to the automatic increase. The share reserve increased by 1,500,000 shares on January 1, 2026.

Options granted under the 2016 Equity Incentive Plan generally expire no later than ten years from the date of grant and generally vest over a period of four years. The exercise prices of all option grants are equal to 100% of the fair market value on the date of grant. The 2016 Incentive Plan allows for the grant of options to purchase common stock to non-employee directors. During 2025, we granted an aggregate of 2,825,000 restricted stock units (including 670,000 PRSAs) and 100,000 options to purchase share of common stock under the 2016 Equity Incentive Plan, which reduced the shares of common stock reserved for future issuance under the 2016 Incentive Plan. As of January 3, 2026, 4,391,735 restricted stock units (including 1,739,692 PRSUs) were outstanding under the 2016 Equity Incentive Plan and options to purchase 1,491,777 shares of our common stock were outstanding under the 2016 Equity Incentive Plan at a weighted average exercise price of $2.50 per share. As of March 2, 2026, 3,488,045 shares of our common stock are reserved for future issuance under the 2016 Equity Incentive Plan.

On November 16, 2021, the Board of Directors of the Company adopted an Officer and Director Share Purchase Plan (the “Purchase Plan”). The Purchase Plan provides for the optional purchase of shares of Common Stock, directly from the Company at their fair market value, by the Company’s directors and executive officers, at regular intervals in accordance with their pay schedules. Purchases under the Purchase Plan will be funded using payroll deductions, or deductions from fees payable to directors, which deductions will be used to purchase shares of fully vested Common Stock on the payment date when the cash compensation deducted would otherwise have been paid. With respect to the Company’s officers, the payroll deductions may not reduce the participant’s compensation below an amount equal to two (2) times the federal or applicable state minimum wage,

whichever is higher, required to be paid each pay period. Participation in the plan is subject to a minimum threshold 1% of the participant’s compensation or director fees. The Compensation Committee is responsible for oversight of the Purchase Plan and approving plan enrollments. In connection with the adoption of the Purchase Plan, the Board reserved a total of 250,000 shares of the Company’s common stock for issuance under the Purchase Plan.

Since 2021 we have maintained an Employee Stock Purchase Plan (“ESPP”) in which all employees who work more than 20 hours per week are eligible to participate. Under the ESPP, eligible participants may purchase shares of our common stock at a price that is equal to 85% of the fair market value of our common stock on the first day or last day of a six-month offering period, whichever is lower. There are two offering periods per year, and participants may deduct up to 30% of their post-tax regular compensation. Subject to the number of shares remaining in the share reserve, the maximum number of shares that may be purchased by a participant on any one purchase date for any offering period may not exceed 5,000 shares. As of January 1, 2026, the Company has discontinued the ESPP.

We have entered into employment agreements with each of our NEOs. Certain of the key terms of these employment agreements are described below:

In connection with his promotion to Chief Executive Officer, Mr. Meniane entered into an Employment Agreement with the Company (the “Meniane Employment Agreement”) to serve as Chief Executive Officer, pursuant to which Mr. Meniane receives an annual base salary of $698,000, subject to an annual performance review. Mr. Meniane is also eligible to receive an annual target incentive bonus of up to 100% of his annual base salary, depending on the achievement of certain performance goals to be established by the Compensation Committee of the Board, which may be paid in the form of cash, common stock or restricted stock. While Mr. Meniane is employed on an at-will basis, the Meniane Employment Agreement, as amended, provides that in the event of his termination for any reason (other than for cause), Mr. Meniane will be entitled to severance payments equal to twelve months’ base salary (payable in accordance with the Company’s regular pay practices), plus a pro-rated portion of his accrued target bonus for the year in which he was terminated but solely to the extent such annual bonuses are paid to a majority of the other Company’s bonus eligible employees, and reimbursement for the cost of COBRA coverage for a period of up to twelve months following his termination of employment.

Mr. Meniane was promoted to the role of Chief Executive Officer, effective April 23, 2022. In connection with his promotion, Mr. Meniane’ s annual base salary was increased to $609,000 and he received a promotion grant of $1,187,000 in the form of 3-year time vesting RSUs. His annual bonus amount (payable in PRSUs) was increased by $51,000, and his long-term incentive awards were increased by $718,000 (at target levels).

On October 28, 2024, the Company entered into an amendment to the Employment Agreement with Mr. Meniane (the “Meniane Amendment”) dated March 15, 2022. The Meniane Amendment modified certain equity compensation and severance provisions as follows:

The vesting of all stock options, RSUs and other equity compensation awards (both time-based vesting and performance-based vesting at target level) granted to Mr. Meniane that are assumed, substituted or otherwise continued as part of a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan) and are outstanding on the date of Mr. Meniane’s termination or resignation shall accelerate in full in the event that Mr. Meniane’s employment is terminated without Cause (as defined in the Employment Agreement) or Mr. Meniane resigns for Good Reason (as defined in the Employment Agreement), in either case, within the period beginning three months before, and ending twelve months following, the Change in Control (each, a “Change in Control Termination”).

The Meniane Amendment also enhances Mr. Meniane’s severance benefits in the event of a Change in Control Termination to include continuation of his Annual Salary for a period of twelve months (instead of six months) following such termination. However, if Mr. Meniane obtains other employment during the second six months of this severance period, his severance payments will be reduced by any amounts received from his new employer for the balance of the twelve-month severance period.

The provisions of the Meniane Amendment regarding the acceleration of equity awards and the period for which Mr. Meniane’s stock options remain exercisable following termination or resignation shall govern and supersede any provisions to the contrary in any other agreement.

Mr. Huffaker entered into an Employment Agreement with the Company (the “Huffaker Employment Agreement”) to serve as Chief Operating Officer, pursuant to which Mr. Huffaker receives an annual base salary of $450,000, subject to an annual performance review. Mr. Huffaker is also eligible to receive an annual target incentive bonus of up to 50% of his annual base salary, depending on the achievement of certain performance goals to be established by the Compensation Committee of the Board, which may be paid in the form of cash, common stock or restricted stock. While Mr. Huffaker is employed on an at-will basis, the Huffaker Employment Agreement, as amended, provides that in the event of his termination for any reason (other than for cause), Mr. Huffaker will be entitled to severance payments equal to twelve months’ base salary (payable in accordance with the Company’s regular pay practices), plus a pro-rated portion of his accrued target bonus for the year in which he was terminated but solely to the extent such annual bonuses are paid to a majority of the other Company’s bonus eligible employees, and reimbursement for the cost of COBRA coverage for a period of up to twelve months following his termination of employment.

In connection with the Huffaker Employment Agreement, Mr. Huffaker was granted, and he received, a new-hire grant of $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. The Company has also agreed to grant in January 2023 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 stockholder 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.

On October 28, 2024, the Company entered into an amendment to the Employment Agreement with Mr. Huffaker (the “Huffaker Amendment”) dated December 5, 2022. The Huffaker Amendment modified certain equity compensation and severance provisions as follows:

The vesting of all stock options, RSUs and other equity compensation awards (both time-based vesting and performance-based vesting at target level) granted to Mr. Huffaker that are assumed, substituted or otherwise continued as part of a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan) and are outstanding on the date of Mr. Huffaker’s termination or resignation shall accelerate in full in the event that Mr. Huffaker’s employment is terminated without Cause (as defined in the Employment Agreement) or Mr. Huffaker resigns for Good Reason (as defined in the Employment Agreement), in either case, within the period beginning three months before, and ending twelve months following, the Change in Control (each, a “Change in Control Termination”).

The Huffaker Amendment also enhances Mr. Huffaker’s severance benefits in the event of a Change in Control Termination to include continuation of his Annual Salary for a period of twelve months (instead of six months) following such termination. However, if Mr. Huffaker obtains other employment during the second six months of this severance period, his severance payments will be reduced by any amounts received from his new employer for the balance of the twelve-month severance period.

The provisions of the Huffaker Amendment regarding the acceleration of equity awards and the period for which Mr. Huffaker’s stock options remain exercisable following termination or resignation shall govern and supersede any provisions to the contrary in any other agreement.

Mr. Subramanian entered into an Employment Agreement with the Company (the “Subramanian Employment Agreement”) to serve as Chief Technology Officer, pursuant to which Mr. Subramanian receives an annual base salary of $450,000, subject to an annual performance review. Mr. Subramanian is also eligible to receive an annual target incentive bonus of up to 50% of his annual base salary, depending on the achievement of certain performance goals to be established by the Compensation Committee of the Board, which may be paid in the form of cash, common stock or restricted stock. While Mr. Subramanian is employed on an at-will basis, the Subramanian Employment Agreement, as amended, provides that in the event of his termination for any reason (other than for cause), Mr. Subramanian will be entitled to severance payments equal to six months’ base salary (payable in accordance with the Company’s regular pay practices), plus a pro-rated portion of his accrued target bonus for the year in which he was terminated but solely to the extent such annual bonuses are paid to a majority of the other Company’s bonus eligible employees, and reimbursement for the cost of COBRA coverage for a period of up to six months following his termination of employment.

In connection with the Subramanian Employment Agreement, in addition to a $100,000 sign-on bonus, Mr. Subramanian was granted and he received a grant of $350,000 in the form of 3-year time vesting RSUs. And he was granted $700,000 of performance restricted stock units vesting over a period of three years on the basis of total stockholder return, and $142,308 of performance restricted stock units, vesting in accordance with the Company’s bonus plan requirements, all subject to Mr. Subramanian’s continued service with the Company through such vesting dates.

On October 28, 2024, the Company entered into an amendment to the Employment Agreement with Mr. Subramanian (the “Subramanian Amendment”) dated April 18, 2022. The Subramanian Amendment modified certain equity compensation and severance provisions as follows:

The vesting of all stock options, RSUs and other equity compensation awards (both time-based vesting and performance-based vesting at target level) granted to Mr. Subramanian that are assumed, substituted or otherwise continued as part of a Change in Control (as defined in the Company’s Equity Incentive Plan) and are outstanding on the date of Mr. Subramanian’s termination or resignation shall accelerate in full in the event that Mr. Subramanian’s employment is terminated without Cause (as defined in the Employment Agreement) or Mr. Subramanian resigns for Good Reason (as defined in the Employment Agreement), in either case, within the period beginning three months before, and ending twelve months following, the Change in Control (each, a “Change in Control Termination”).

The Subramanian Amendment also enhances Mr. Subramanian’s severance benefits in the event of a Change in Control Termination to include continuation of his Annual Salary for a period of twelve months (instead of six months) following such termination.

The provisions of the Subramanian Amendment regarding the acceleration of equity awards and the period for which Mr. Subramanian’s stock options remain exercisable following termination or resignation shall govern and supersede any provisions to the contrary in any other agreement.

Upon an executive officer’s termination or resignation for any reason, all stock options granted to such officer that are outstanding on the date of such termination or resignation shall remain exercisable until the earlier of (i) the expiration date set forth in the applicable stock option agreement or (ii) the expiration of one year measured from the date of such termination or resignation;

In the event a NEO’s employment is terminated by the Company without cause or such executive officer resigns for good reason within three months before, and ending twelve months following, a change in control, the vesting of all equity compensation awards, including all stock option awards, that are outstanding as of the date of such termination or resignation, shall accelerate in full (except with respect to any restricted stock units granted to such executive officer).

In addition, the Company has granted PRSU awards to its NEOs, pursuant to which the unvested portion of such awards accelerate in full in the event such executive officer’s employment is terminated by the Company without cause or such executive officer resigns for good reason at any time.

The tables below show the potential payments and benefits each of the NEOs would have been entitled to receive in the event of a change of control (assuming that a successor entity assumes, substitutes, or continues outstanding equity awards) or if each such officer’s employment had been terminated under the following circumstances as of January 3, 2026. Due to a number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.