Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2025, CarParts.com, Inc. (the “Company”) entered into a Consulting Services Agreement (the "Agreement") with Everest Advisors LLC ("Everest Advisors"), a Delaware limited liability company. Pursuant to the Agreement, Mark DiSiena, age 59, will serve on an interim basis as the Company's Interim Chief Financial Officer ("Interim CFO"), effective November 12, 2025 (the "Effective Date"). The Company's Board of Directors has determined that Mr. DiSiena will serve as the principal financial officer and principal accounting officer of the Company.
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 (NASDAQ: 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.
Under this Agreement, the Company will pay Everest Advisors an hourly rate of $400 per hour for the services of Mr. DiSiena as Interim CFO. The Agreement provides that Everest Advisors will use its best efforts to perform the services set forth in the Agreement, with such services to be performed by Mr. DiSiena as an Everest resource acceptable to the Company.
The Agreement does not provide for initial equity awards or annual incentive bonuses typically granted to full-time executive officers, but does provide for the Company to reimburse Mr. DiSiena directly for reasonable travel and other incidental expenses consistent with the other executives of the Company and subject to the Company's expense reimbursement policy.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Consulting Services Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the year ending January 3, 2026.
There are no arrangements or understandings between Mr. DiSiena and any other person pursuant to which he was engaged to serve as Interim CFO. Mr. DiSiena has no family relationships with any director or executive officer of the Company, and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
