Not independent
Tenure on this board
24.4 yrs
Also a director at
Nextdoor Holdings Inc (NXDR)
9 nominees · 4 ballot items.
Four proposals: (1) election of nine directors, (2) ratification of PwC as independent auditor for 2026, (3) non-binding advisory “say-on-pay” to approve executive compensation, and (4) approval of Amendment No. 1 to the 2023 Incentive Award Plan to increase the share reserve by 20,000,000 shares (including enabling a 5,000,000- share CEO PSU award).
Elect nine nominees to serve as directors for a one-year term until the 2027 Annual Meeting.
Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as Wayfair’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory "say-on-pay" vote asking stockholders to approve the compensation of the company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables and narrative.
This is a non‑binding advisory vote (a "say-on-pay") asking stockholders to approve the overall compensation of Wayfair’s named executive officers as disclosed in the proxy. Management seeks this advisory approval to validate that its compensation program—which places heavy emphasis on equity awards, long‑term performance incentives, and retention objectives—aligns with stockholder interests. The vote is not binding, but the Board and compensation committee state they will review and consider the outcome when setting future pay. Contextually, Wayfair’s program in 2025 included a significant, performance‑based CEO PSU award (5,000,000 PSUs) that is contingent on a separate plan amendment; that award and the broader equity‑heavy philosophy may shape investor views on pay-for-performance alignment. Supporters would view equity‑focused pay as promoting long‑term alignment between executives and stockholders and as necessary to retain senior talent in a competitive market. Critics may focus on the scale of the CEO PSU award, the discretion used in granting awards, or whether realized pay is tightly correlated to company performance given stock price volatility. The company emphasizes past shareholder feedback — the 2023 advisory vote received ~91.9% support — and notes a three‑year frequency for say‑on‑pay votes, signaling that it monitors investor sentiment. Because the vote is advisory, its primary practical effect is reputational and procedural: a strong vote supports management’s approach, while a weak vote would trigger more substantial Board and compensation committee review and potential changes to compensation design. Overall, investors should weigh the program’s long‑term equity orientation and retention objectives against the size and structure of recent awards (notably the contingent CEO PSUs) when assessing alignment with company performance and governance best practices.
Approve Amendment No. 1 to increase the share reserve under the 2023 Incentive Award Plan by 20,000,000 shares of Class A common stock (inclusive of the 5,000,000 shares underlying a CEO PSU award contingent on shareholder approval).
Proposal No. 4 requests shareholder approval to increase the share reserve under the 2023 Incentive Award Plan by 20 million Class A shares, a request that is explicitly linked to the company’s forward equity needs and, specifically, to enable issuance of a previously approved but stockholder‑contingent 5 million‑share CEO PSU award. Management’s stated rationale is that the current share pool would be insufficient to support annual grants, hiring, promotions and the CEO PSU award, and that equity remains the primary mechanism to align executives and employees with long‑term stockholder value while retaining talent in a competitive market. The Board and compensation committee emphasize they formed a Special Committee of independent directors to review the CEO award and that the CEO PSUs contain multi‑year service and substantial stock‑price hurdles, which mitigates some governance concerns about granting large awards. From a governance perspective, the linkage between the plan increase and a single large CEO award raises potential investor scrutiny about dilution scale and insider self‑dealing risk, although the Board sought independent review and Mr. Shah recused from the Board vote. The company provides burn‑rate and historical grant data (three‑year gross burn rate ~4.8%, net ~3.8%) and argues the requested increase represents reasonable potential dilution in light of those metrics and anticipated needs. If approved, the amendment would permit the CEO PSUs to become issuable only upon satisfaction of service and steep performance thresholds; if not approved, the CEO PSUs automatically terminate and the company may need to pursue less‑effective cash alternatives or other compensation designs. Investors should weigh the conditional, high‑hurdle structure of the CEO award and the Board’s use of an independent Special Committee against the magnitude of the requested share increase and overall dilution impact. The Board’s recommendation “FOR” is therefore driven by talent retention and long‑term alignment considerations, but prudent investors will scrutinize the eventual performance results tied to the CEO PSUs and monitor future equity usage and dilution metrics post‑approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 10.45% | 13,791,783 | $1.0B |
| 2 | FMR LLC | 7.25% | 9,574,914 | $720M |
| 3 | FMR LLC | 4.91% | 6,485,124 | $488M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 3.77% | 4,972,425 | $374M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.53% | 4,663,199 | $351M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.32% | 4,388,661 | $330M |
| 7 | JANUS HENDERSON GROUP PLC | 2.78% | 3,667,421 | $276M |
| 8 | GREAT HILL PARTNERS, L.P. | 2.11% | 2,788,912 | $210M |
| 9 | BlackRock, Inc. | 2.08% | 2,739,562 | $206M |
| 10 | SPRUCE HOUSE INVESTMENT MANAGEMENT LLC | 1.97% | 2,600,000 | $196M |
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