Not independent
Tenure on this board
4.7 yrs
3 nominees · 3 ballot items.
Three management proposals: (1) Elect three Class II directors (Dave Gilboa, Youngme Moon, Ronald Williams); (2) Ratify Ernst & Young LLP as independent auditors for fiscal 2026; and (3) Approve, on an advisory (non-binding) basis, the compensation of the named executive officers (Say-on-Pay).
Elect David (“Dave”) Gilboa, Youngme Moon, and Ronald Williams as Class II Directors to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified.
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory vote to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis, pay tables, and narrative disclosures. Management frames the vote as a way for stockholders to express their views on overall executive pay philosophy and design rather than any single element of pay; the Board and the Compensation Committee treat the outcome as informative and will consider it when making future compensation decisions. The proposal follows Warby Parker’s stated approach of tying a majority of executive pay to long-term equity and performance metrics—2025 compensation highlighted increased target cash for NEOs, annual bonuses paid in fully vested RSUs (73% payout of target for 2025 corporate performance), co-CEO multi-year founders’ grants, and 2025 PSU/RSU awards with relative TSR performance. Management emphasizes alignment with stockholder interests through equity-based compensation, use of peer benchmarking, and governance safeguards (independent Compensation Committee, independent advisor, clawback policy, equity award timing policy). The advisory vote is required under Section 14A and is non-binding, but the Company discloses that the Compensation Committee will consider the vote’s outcome in future program adjustments. Contextual factors include the Company’s 2025 operating results (first full year of GAAP net income, Adjusted EBITDA growth, store expansion), the recent transition in CFO, and the Co-CEOs’ unique multi-year founder awards—factors that influence pay design and investor perceptions. Potential controversies for an analyst to evaluate include the size and structure of Co-CEO awards (large multi-year grants and $6M target annual awards), the use of fully vested RSUs for annual bonus payout (affecting retention incentives), and the mix of absolute and relative performance metrics (net revenue, Adjusted EBITDA, stakeholder modifiers, and Relative TSR for PSUs). The Board’s rationale emphasizes market-competitive positioning, retention, and alignment with long-term shareholder value, while investors may scrutinize realized pay versus company TSR and the degree of pay-for-performance linkage. The advisory nature of the vote means the proposal does not itself change compensation arrangements, but a negative outcome could prompt more significant engagement and design changes by the Compensation Committee and Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 11.2% | 13,799,408 | $291M |
| 2 | Durable Capital Partners LP | 5.2% | 6,396,513 | $135M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 5,331,553 | $112M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 4,403,508 | $93M |
| 5 | BlackRock, Inc. | 2.9% | 3,552,373 | $75M |
| 6 | BlackRock, Inc. | 2.3% | 2,819,471 | $59M |
| 7 | STATE STREET CORP | 2.0% | 2,423,644 | $51M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 1.9% | 2,312,937 | $49M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 2,026,931 | $43M |
| 10 | JPMORGAN CHASE CO | 1.6% | 1,956,804 | $40M |
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