Independent
Tenure on this board
12.3 yrs
Also a director at
Goldman Sachs Group Inc (GS)Circle Internet Group Inc (CRCL)
3 nominees · 5 ballot items.
Elect three Class II directors; approve an advisory say-on-pay on named executive officer compensation; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; approve an increase to the share reserve under the 2024 Equity Incentive Plan; and consider a stockholder proposal to adopt majority-vote governance standards.
Elect three Class II directors (M. Michele Burns, Josh Silverman, and Fred Wilson) to serve three-year terms expiring at the 2029 Annual Meeting.
A non-binding, advisory vote to approve the compensation of Etsy's named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables, and related narrative.
This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation paid to Etsy’s named executive officers (NEOs) as disclosed in the proxy statement, including the Compensation Discussion & Analysis and related tables. Management seeks this advisory approval as a routine governance practice to obtain stockholder feedback on pay-for-performance alignment, incentive design, and changes made following prior engagement. The Compensation Committee emphasizes pay-for-performance using a mix of annual cash incentives and long-term equity (RSUs and PSUs) tied to metrics such as GMS, take-rate, adjusted EBITDA margin, revenue and relative TSR, with PSUs on three-year performance cycles. The Board recommends FOR the proposal and explains it will consider the advisory vote outcome in setting future compensation, reflecting a responsive engagement posture after strong prior say-on-pay support. Key contextual factors include leadership transition (new CEO effective Jan 1, 2026), retention and transition arrangements for the former CEO, and adjustments to incentive metric weightings to emphasize marketplace growth. The proposal is non-binding, so even if not approved, the Compensation Committee retains discretion but would likely use a negative vote as a prompt for additional engagement and potential plan changes. Proxy advisors and major investors often treat say-on-pay votes as a signal of governance and alignment; Etsy notes prior high support (~88% in 2025) and frames its program as responsive to stockholder feedback. The Board’s recommendation is grounded in the committee’s view that the compensation program aligns executives’ incentives with long-term stockholder value while balancing retention and competitive market positioning. Given the technical design (mix of cash, RSUs, PSUs and specific metric weighting changes for 2026), analysts should evaluate both the disclosed 2025 outcomes and the 2026 design changes when assessing alignment and potential future payouts.
Ratify PwC's appointment as Etsy's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment that increases the number of shares available for issuance under the 2024 Equity Incentive Plan (adding 3,824,088 shares) and increases the maximum number of shares that may be issued under incentive stock options.
This management proposal asks stockholders to approve an amendment increasing the share reserve under Etsy’s 2024 Equity Incentive Plan by 3,824,088 shares (raising available shares from 3,528,977 to 7,353,065) and increases the ISO cap from 20,182,314 to 24,006,402 shares. Management and the Compensation Committee argue the increase is necessary because the original reserve, intended to cover two-to-three years of grants, is nearing depletion given current grant practices and headcount, and continued access to equity is critical to attract, retain, and motivate employees and executives in a competitive technology and e‑commerce labor market. The board frames equity as central to its pay-for-performance philosophy and notes it manages dilution through active share repurchases (including 14.4 million shares repurchased in 2025) and burn-rate oversight; the proposal does not introduce an evergreen feature and retains governance protections such as no repricing without stockholder approval and limits on non-employee director compensation. Approval would allow the Compensation Committee to continue granting RSUs, PSUs, and other award types aligned with long-term performance metrics (including three‑year PSUs) and retention needs. If not approved, Etsy would continue to operate under the existing share reserve, which management expects could constrain competitive equity grants and potentially force higher cash compensation or reduced equity usage, impacting capital allocation and retention strategy. The board’s recommendation for FOR is based on balancing the need to preserve equity-based incentives with active management of dilution and existing safeguards in the Plan; the company emphasizes that awards granted will be administered by an independent Compensation Committee and subject to clawback and other governance controls. Analysts should evaluate the requested increase relative to current overhang, historical burn rates, share repurchase plans, and prospective hiring/grant forecasts to assess potential dilution and its impact on per-share metrics and shareholder value.
A shareholder proposal from John Chevedden requesting that Etsy's governing documents be amended so that any voting standard requiring greater than a simple majority be replaced with a majority-of-votes-cast standard (or simple majority where required by law), effectively eliminating supermajority provisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.1% | 8,599,461 | $430M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 6.3% | 5,962,210 | $298M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 5,504,657 | $275M |
| 4 | Elliott Investment Management L.P.Activist | 5.3% | 5,000,000 | $250M |
| 5 | BARCLAYS PLC | 5.1% | 4,796,116 | $240M |
| 6 | BALYASNY ASSET MANAGEMENT L.P. | 4.8% | 4,558,200 | $228M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 4,183,723 | $209M |
| 8 | GOLDMAN SACHS GROUP INC | 4.0% | 3,830,444 | $191M |
| 9 | VAN ECK ASSOCIATES CORP | 3.9% | 3,736,628 | $187M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.5% | 3,278,123 | $164M |
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