DEF 14A of Warby Parker Inc.
Filed Apr 25, 2024 · FY20230001104659-24-052050
CONTENTS
| | Page | | CEO PAY RATIO | 36 | | PAY VERSUS PERFORMANCE DISCLOSURE | 37 | | DIRECTOR COMPENSATION | 42 | | EQUITY INCENTIVE ARRANGEMENTS | 44 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 45 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 48 | | STOCKHOLDERS’ PROPOSALS | 49 | | OTHER MATTERS | 50 | | SOLICITATION OF PROXIES | 50 | | WARBY PARKER’S ANNUAL REPORT ON FORM 10-K | 51 | | APPENDIX A | A-1 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, three Class III Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation, or removal. We currently have nine Directors on our Board. Our Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation, or removal, whichever is earliest to occur. The current class structure is as follows: ● Class I, whose term will expire at the 2025 Annual Meeting of Stockholders; ● Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and ● Class III, whose term expires at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Teresa Briggs, Joel Cutler, and Jeffrey Raider; the current Class II Directors are David (Dave) Gilboa, Youngme Moon, and Ronald Williams; and the current Class III Directors are Neil Blumenthal, Andrew Hunt, and Gabrielle Sulzberger. As indicated in our Twelfth Amended and Restated Certificate of Incorporation, our Board of Directors consists of such number of directors as determined from time to time by resolution adopted by the Board of Directors. Any additional directorships resulting from an increase in the number of directors may be filled only by a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election of the Class III directors named below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING) The current members of the Board of Directors who are Class III Directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Warby Parker | | Neil Blumenthal | 43 | 2009 | Co-Chair of the Board, Co-Founder and Co-Chief Executive Officer | | Andrew Hunt | 42 | 2009 | Co-Founder and Director | | Gabrielle Sulzberger | 63 | 2021 | Director |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
The principal occupations and business experience of each Class III Director are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| NEIL BLUMENTHAL | Age 43 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
Mr. Blumenthal has served as our Co-Founder and Co-Chief Executive Officer since 2010, as a member of our Board of Directors since May 2009, and as the Co-Chair of our Board of Directors since June 2021. Prior to co-founding Warby Parker in 2010, Mr. Blumenthal served as director of VisionSpring, a nonprofit social enterprise that trains low-income men and women to start their own businesses selling affordable eyewear to individuals living in developing countries. Mr. Blumenthal currently serves on the board of directors of Allbirds, Inc., a footwear and apparel company, and Sweetgreen, Inc., a mission-driven food brand, and the nonprofit organizations Warby Parker Impact Foundation, the Partnership Fund for New York City and RxArt. Mr. Blumenthal also serves on the board of advisors of Responsible Innovation Labs, Tech:NYC and Robin Hood. Mr. Blumenthal has also served as a General Partner of Good Friends, LLC, a venture capital firm, since September 2019. Mr. Blumenthal holds a Bachelor of Arts degree from Tufts University and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. We believe that Mr. Blumenthal’s perspective from serving as a Warby Parker Co-Founder and Co-Chief Executive Officer, as well as his experience and success in the eyewear industry, make him well-qualified to serve on our Board of Directors.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| ANDREW HUNT | Age 42 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
Mr. Hunt has served as our Co-Founder and a member of our Board of Directors since May 2009. In addition to co-founding Warby Parker, Mr. Hunt also co-founded Elephant, a venture capital firm, and has served as its general partner since May 2015. Mr. Hunt also serves as a member of the boards of directors for Tecovas, Inc., Triple Whale Inc., RealSelf, Inc. and DataDome S.A., amongst others. From 2011 to 2015, Mr. Hunt was a principal and partner at Highland Capital Partners. Mr. Hunt holds a Bachelor of Arts in Economics and History from Brown University and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. We believe that Mr. Hunt’s contributions to Warby Parker as a Co-Founder, his success growing businesses as a venture capitalist, and his experience as a board member make him well-qualified to serve on our board of directors.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| GABRIELLE SULZBERGER | Age 63 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
Ms. Sulzberger has served as a member of our Board of Directors since August 2021. Before joining us, Ms. Sulzberger served as a Co-Founder and General Partner of Fontis Partners from 2009 to 2019, which specializes in late venture and buyouts investments, and currently serves as a senior advisor to Centerbridge Partners and as the Chair of the ESG Practice at Teneo Consulting. Ms. Sulzberger also currently serves on the board of directors and audit committee of Mastercard Inc., Eli Lilly and Company and Cerevel Therapeutics, as well as on the boards of private companies Acorns and AUX Money. Additionally, Ms. Sulzberger serves on the nonprofit boards of Ford Foundation, Metropolitan Museum of Art, and is Chairman of the Board of Sesame Street. Ms. Sulzberger holds a Bachelor of Arts degree from Princeton University, a Juris Doctor from Harvard Law School, and a Master of Business Administration degree from Harvard Business School. We believe that Ms. Sulzberger’s extensive private and public company board experience, as well as her investment and management expertise as a venture capitalist, makes her well-qualified to serve on our Board of Directors. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING) The current members of the Board of Directors who are Class I Directors are as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Warby Parker | | Teresa Briggs | 63 | 2019 | Director | | Joel Cutler | 66 | 2012 | Director | | Jeffrey Raider | 43 | 2009 | Co-Founder and Director |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
The principal occupations and business experience of each Class I Director nominee are as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| TERESA BRIGGS | Age 63 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Ms. Briggs has served as a member of our Board of Directors since June 2019. In 2019, Ms. Briggs served as a Distinguished Careers Fellow at Stanford University. Prior to that, she spent 37 years at Deloitte LLP, a financial advisory services firm, where she most recently served as Vice Chair and San Francisco Managing Partner from June 2011 until January 2019. Ms. Briggs currently serves on the boards of directors and audit committees of Snowflake Inc., DocuSign, Inc., and ServiceNow, Inc, each a computer software company. Ms. Briggs holds a Bachelor of Science degree in Accounting from the University of Arizona, Eller College of Management, and is a Certified Public Accountant. We believe that Ms. Briggs’ accounting expertise, as well as her extensive public and private company board and senior management experience, makes her well-qualified to serve on our Board of Directors.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| JOEL CUTLER | Age 66 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Mr. Cutler has served as a member of our Board of Directors since 2012. Since January 2000, Mr. Cutler has served as a Co-Founder and Managing Director at General Catalyst Partners, a venture capital firm. Mr. Cutler serves on the board of directors of several private companies, including Zego Inc., Multiverse Group Ltd, SESAME, Inc., and Empathy.com. Mr. Cutler also serves on several nonprofit organizations’ board of directors, including Warby Parker Impact Foundation, Boston Children’s Hospital Trust, and Beth Israel Deaconess Medical Center. Mr. Cutler holds a Bachelor of Arts degree from Colby College and a Juris Doctor degree from Boston College Law School. We believe that Mr. Cutler’s extensive private and public company board experience and success as a venture capitalist make him well-qualified to serve on our Board of Directors.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| JEFFREY RAIDER | Age 43 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Mr. Raider has served as our Co-Founder and a member of our Board of Directors since May 2009. In addition to co-founding Warby Parker, Mr. Raider also co-founded Harry’s, Inc., a company aimed to create a family of disruptive omnichannel CPG brands, where he has served as co-chief executive officer and a member of the board of directors since September 2012. Mr. Raider has also served as a General Partner of Good Friends, LLC, a venture capital firm, since September 2019. Mr. Raider holds a Bachelor of Arts and a Master’s degree in International Studies from The Johns Hopkins University and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. We believe that Mr. Raider’s experience and success as a Co-Founder of Warby Parker and Harry’s, Inc. make him well-qualified to serve on our Board of Directors.
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING) The current members of the Board of Directors who are Class II Directors are as follows:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Warby Parker | | Dave Gilboa | 43 | 2009 | Co-Chair of the Board, Co-Founder and Co-Chief Executive Officer | | Youngme Moon | 60 | 2018 | Director | | Ronald Williams | 74 | 2021 | Director |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
The principal occupations and business experience of each Class II Director are as follows:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| DAVE GILBOA | Age 43 |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Mr. Gilboa has served as our Co-Founder and Co-Chief Executive Officer since 2010, as a member of our Board of Directors since May 2009, and as the Co-Chair of our Board of Directors since June 2021. Prior to co-founding Warby Parker, Mr. Gilboa worked at Bain & Company, Inc., a strategy consulting firm, from September 2003 to October 2006, and at Allen & Company LLC, a merchant bank, from October 2006 to May 2008. Mr. Gilboa currently serves on the board of directors of the nonprofit organization Warby Parker Impact Foundation. Mr. Gilboa has also served as a General Partner of Good Friends, LLC, a venture capital firm, since September 2019. Mr. Gilboa holds a Bachelor of Science degree in Bioengineering from University of California, Berkeley and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. Mr. Gilboa is a member of the Aspen Institute’s 2016 Henry Crown Fellowship class and the Aspen Global Leadership Network. We believe that Mr. Gilboa’s contributions as a Warby Parker Co-Founder and Co-Chief Executive Officer, as well as his experience and success in both the eyewear and financial services industries, make him well-qualified to serve on our Board of Directors.
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| YOUNGME MOON | Age 60 |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Professor Moon has served as a member of our Board of Directors since March 2018. Professor Moon currently serves as the Donald K. David Professor of Business at Harvard Business School, where she has taught since June 1998. Professor Moon currently serves as a member of the board of directors of Mastercard Inc., Unilever PLC, and Sweetgreen, Inc., and on the boards of several private companies, including Whoop, Inc. and Bloom & Wild Limited. Professor Moon serves on the corporate responsibility committee of the board of directors of Unilever PLC, the risk committee and the human resources and compensation committee of the board of directors of Mastercard, Inc., and the compensation committee and the nominating, environmental, social and governance committee of the board of directors of Sweetgreen, Inc. Professor Moon holds a Bachelor of Arts degree from Yale University, as well as a Master’s degree and Ph.D. from Stanford University. We believe that Professor Moon’s depth of knowledge in the intersection of strategy, branding innovation, and culture, as well as her extensive public and private company board experience, makes her well-qualified to serve on our Board of Directors.
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| RONALD WILLIAMS | Age 74 |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Mr. Williams has served as a member of our Board of Directors since August 2021. Before joining us, Mr. Williams served as the Chairman and CEO of Aetna Inc. from 2006 to 2010. Since 2011, Mr. Williams has served as the Chairman and CEO of RW2 Enterprises, through which he counsels C-Suite corporate executives. Mr. Williams also currently serves on the boards of directors of The Boeing Company and agilon health, inc. He serves on the boards of private companies apree health (previously Castlight/Vera Whole Health Inc.) and Millennium Physician Group. He has also served on the boards of American Express, Johnson & Johnson, Envision Healthcare and naviHealth, Inc. Mr. Williams is a Chairman of the Conference Board and a member of the President’s Circle of the National Academies, and was elected to the American Academy of Arts and Sciences. Mr. Williams also served on President Obama’s President’s Management Advisory Board from 2011 to 2017. Mr. Williams holds a Bachelor of Arts degree from Roosevelt University and a Master of Business Administration degree from the Sloan School of Business at the Massachusetts Institute of Technology. We believe that Mr. Williams’s extensive private and public company board experience, as well as his expertise in leading a global public company, makes him well-qualified to serve on our Board of Directors.
2023 Compensation Highlights
2023 Compensation Highlights The Compensation Committee made the following compensation-related decisions for our NEOs for 2023: ● Each of our NEOs received a base salary adjustment equal to a 5.0% increase. ● Our 2023 Annual Bonus Program was earned at 93.7% of target based on our actual performance relative to pre-established net revenue and adjusted EBITDA margin targets. ● An annual long-term equity award was granted to Mr. Miller. 1 See Appendix A for definitions of Average Revenue per Customer and Active Customers, which are key operational and business metrics. See Appendix A for definitions and reconciliations of adjusted EBITDA, adjusted EBITDA margin and Free Cash Flow to the most directly comparable financial measures calculated and presented in accordance with GAAP. Prior to the direct listing of our Common Stock, we granted multi-year founders grants to Messrs. Blumenthal and Gilboa, consisting of performance stock units and time-based RSUs. As a result, we did not grant annual equity awards to Messrs. Blumenthal and Gilboa in 2023. In addition, our Compensation Committee amended the Annual Bonus Program to provide that incentive compensation payouts to the NEOs in respect of 2023 would be made in fully vested RSUs instead of cash, and determined that any bonuses awarded for achievement in future years would also be paid in equity, in order to further align the interests of our NEOs with those of our stockholders.
Our Compensation Philosophy
Our Compensation Philosophy We believe that our compensation mix motivates and rewards each of our executives and key employees for their individual contributions to the Company, both present and future, and enables us to attract and retain high-caliber leaders. Although annual performance-based bonus opportunities incentivize the achievement of shorter-term goals, our long-term equity awards represent a longer-term compensation structure that promotes retention and continuous commitment to the operating results of the Company. The following principles guide our Compensation Committee and Board of Directors in their decisions regarding our executive compensation program: ● Base salaries should be consistent with those in similar positions at similar companies, including our peer group. ● Annual bonuses for executives should be tied exclusively to Company performance. ● Equity compensation should be used to align the interests of our executives with those of our stockholders. ● Benefits provided to our executives should be generally the same as those provided to our other employees. ● Total direct compensation should attract, motivate, and retain talented executives in a competitive environment. We have adopted the following policies and practices to ensure proper governance of our executive compensation programs and strengthen the alignment of our executive compensation programs and stockholder interests:
Use of Comparative Market Data
Use of Comparative Market Data The Compensation Committee assesses the competitiveness of each element of the executive officers’ total direct compensation against the compensation peer group. This is only one factor that the Compensation Committee considers when it sets pay levels for our executive officers. In developing this compensation peer group, the Compensation Committee, in collaboration with Semler Brossy, considered a number of factors, including: ● Industry: Companies with a focus on retail, e-commerce, telehealth, optical, social network platforms and/or consumer products. ● Revenues: Approximately 0.5x to 5x of our revenues over the trailing four quarters. ● Market Capitalization: Approximately 0.5x to 5x our market capitalization. ● Business Model: Preference for companies with a recent initial public offering or direct listing; sustained, double-digit revenue growth and premium valuation; and/or B-Corporation status (or similar orientation). ● Talent: Preference for companies with which we compete for talent. When determining 2023 executive compensation, the Compensation Committee reviewed and considered the compensation levels and practices of the below group of companies, with the advice of Semler Brossy. The 2023 peer group reflected several changes relative to the 2022 peer group. Two companies (Allbirds and Bausch + Lomb) were added following their respective public listings. Four companies (Stitch Fix, SmileDirectClub, The RealReal, and Vroom) were removed following substantial declines in their market capitalization. As a result, the Compensation Committee approved the following peer group for 2023 compensation decisions:
Use of Comparative Market Data
| ● Allbirds, Inc. ● Bausch + Lomb Corporation ● American Well Corporation ● FIGS, Inc. ● Him & Hers Health, Inc. ● Angi Inc. ● The Honest Company, Inc. | ● Canada Goose Inc. ● CarGurus Inc. ● Five Below Inc. ● YETI Holdings, Inc. ● Bumble Inc. ● Poshmark, Inc. ● GoodRx Holdings, Inc. | ● National Vision Holdings Inc. ● Evolent Health Inc. ● ThredUp Inc. ● Progyny Inc. ● Revolve Group Inc. |
Use of Comparative Market Data
During 2023, the Compensation Committee reviewed and considered changes to the peer group for 2024. The 2024 peer group was the same as the 2023 peer group, except for the removal of Poshmark following its acquisition in January 2023. While our Compensation Committee does not establish compensation levels based solely on a review of competitive market data, it believes that such data is a useful tool in its deliberations as it recognizes that our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate, and retain qualified executives and key employees. Furthermore, when considering peer group data, the Compensation Committee reviews the pay of our Co-CEOs relative to the average compensation of (i) the chief executive officer and (ii) the second most highly compensated named executive officer at a given peer company, in order to take into account our Co-CEO model. Our Compensation Committee also considers a number of other factors, including Company performance relative to our stakeholder priorities, each executive’s and key employee’s current and future impact on our strategy and mission, relative nature, and scope of responsibility, individual performance, and demonstrated leadership and internal pay equity considerations.
Elements of the Company’s Executive Compensation Program
Elements of the Company’s Executive Compensation Program For the year ended December 31, 2023, the compensation for our NEOs consisted of base salaries, bonuses under our Annual Bonus Program and, for Mr. Miller, an annual long-term equity award. As described in greater detail below, no long-term equity awards were granted to Messrs. Blumenthal and Gilboa during 2023. These elements (and the amounts of compensation and benefits under each element) were selected because we believe they are necessary to help us attract and retain executive talent, which is fundamental to our success. Below is a more detailed summary of the current executive compensation program as it relates to our NEOs.
Annual Bonus Program
Annual Bonus Program We maintain an annual performance-based bonus program in which each of our NEOs participated in fiscal year 2023. Each NEO’s target bonus is expressed as a percentage of base salary which can be achieved by meeting certain performance objectives at target level. The 2023 annual bonuses for Messrs. Blumenthal, Gilboa, and Miller were targeted at 75%, 75%, and 60% of the executive’s base salary, respectively. The Compensation Committee established these target bonus amounts following its review of similarly situated executives at our peer group companies and its assessment of our executives’ experience and expected contributions. For fiscal year 2023, our NEOs were eligible to earn annual bonuses based on the achievement of the following financial objectives:
Annual Bonus Program
| Metrics | Weighting | Threshold | Target | Maximum | Actual Result | | Net Revenue | 70% | $640,000,000 | $660,000,000 | $717,700,000 | $669,800,000 | | Adjusted EBITDA Margin(1) | 30% | 6.0% | 7.9% | 10.8% | 7.8%(2) |
Annual Bonus Program
(1) See Appendix A for definitions and a reconciliation of adjusted EBITDA margin to the most directly comparable financial measure calculated and presented in accordance with GAAP. (2) With respect to adjusted EBITDA margin, the Committee exercised its negative discretion and disregarded certain one-time items impacting adjusted EBITDA margin. In order to motivate performance, the Compensation Committee set threshold performance levels for each metric. Achievement of target performance corresponded with a 100% payout, and any performance at or below the threshold level resulted in no payout. Payouts began past the threshold and increased through various points to 100% of the target opportunity for achieving target performance, and through additional points to a maximum of 200% of the target opportunity (subject further to the stakeholder modifier discussed below). In addition, our Compensation Committee evaluates the Company’s performance against stakeholder metrics, which in 2023 included the customer, determined based on a net promoter score; the team, determined based on employee engagement index; and do-good, determined based on glasses distributed through the Company’s Buy a Pair, Give a Pair program, which, collectively, can move the aggregate calculated bonus achievement up or down by up to 20%. In establishing specific and objective targets around these broader goals, our Compensation Committee set targets that it determined were difficult to achieve and will not be achieved based on average or below average performance. In February 2024, our Compensation Committee reviewed and approved overall achievement of our 2023 financial corporate goals at 93.7% of target based on net revenue achievement of $669.8 million and adjusted EBITDA margin achievement of 7.8%, weighted as described above. In evaluating the adjusted EBITDA margin metric, the Compensation Committee exercised its negative discretion to disregard certain one-time items impacting adjusted EBITDA margin. In addition, the Compensation Committee determined there would be no adjustment to the aggregate calculation based on the achievement of stakeholder metrics. As a result, the Compensation Committee approved total corporate bonus payout at 93.7% of target. Further, our Compensation Committee amended the Annual Bonus Program to provide that incentive compensation payouts to the NEOs in respect of 2023 would be made in fully vested RSUs, instead of cash, and determined that any bonuses awarded to NEOs for achievement in future years would also be paid in equity, in order to further align the interests of our NEOs with those of our stockholders and to encourage retention and long-term growth. The number of fully vested RSUs granted to the applicable NEO was determined by dividing the earned incentive compensation amount payable under the Annual Bonus Program by the volume weighted average trading price of our Class A common stock on the trading day prior to the grant date. Based on our Compensation Committee’s determination, each of our NEOs was paid the following bonus:
Annual Bonus Program
| Named Executive Officer | 2023 Target Bonus as % of Salary | 2023 Target Bonus | 2023 Earned Bonus(1) | 2023 Bonus as % of Target | | Neil Blumenthal | 75% | $393,750 | $368,944 | 93.7% | | Dave Gilboa | 75% | $393,750 | $368,944 | 93.7% | | Steve Miller | 60% | $283,500 | $265,640 | 93.7% |
Annual Bonus Program
2023 Earned Bonus amounts were converted into a number of fully vested RSUs by dividing the earned bonus amount by the volume weighted average trading price of our Class A common stock on the trading day prior to the grant date. The grant date fair value of the fully vested RSU awards, computed in accordance with ASC Topic 718, received by each NEO in lieu of a cash bonus was $371,546, $371,546 and $267,507 for Messrs. Blumenthal, Gilboa and Miller, respectively. Because we used an average trading price to determine the number of fully vested RSUs awarded, the grant date fair values computed in accordance with ASC Topic 718 are greater than the dollar value of the earned cash incentive payable. For 2024, our Compensation Committee has approved a similar annual performance-based bonus program, based on the achievement of net revenue and adjusted EBITDA targets as well as certain stakeholder metrics, with payouts to be made in equity.
Long-Term Equity Compensation
Long-Term Equity Compensation Historically, we have granted stock options and RSUs to our employees, including our NEOs, in order to attract and retain them, as well as to align their interests with the interests of our stockholders. In order to provide a long-term incentive, our stock options and RSUs generally vest over four years subject to continued service to the Company. Prior to the direct listing of our Common Stock, we granted multi-year founders grants to Messrs. Blumenthal and Gilboa, consisting of performance stock units and time-based RSUs. As a result, we did not grant annual equity awards to Messrs. Blumenthal and Gilboa in 2023. We did grant an annual long-term equity award of RSUs to Mr. Miller in 2023. Multi-Year Founders’ Grants In connection with our direct listing, our Compensation Committee and our Board of Directors worked closely with its compensation consultant, Semler Brossy, to design a one-time equity incentive for Messrs. Blumenthal and Gilboa that encourages their retention for a multi-year period and significantly aligns their compensation with the long-term interests of our stockholders by requiring, among other things, the achievement of sustained stock price targets. In designing the equity incentive for Messrs. Blumenthal and Gilboa, our Compensation Committee and Board of Directors considered Messrs. Blumenthal’s and Gilboa’s significant stockholdings, strong history of leadership since the founding of the Company, and their vision for the future of the Company. For each of Messrs. Blumenthal and Gilboa, the equity incentive is comprised of 2,198,844 PSUs and 942,362 time-based RSUs, which were granted under the Warby Parker Inc. 2019 Founder Stock Plan. Each RSU and each PSU represents the right to receive one share of our Class B common stock after vesting. The PSUs will only vest, if at all, in the event the price of our Class A common stock reaches stock price hurdles that are significantly in excess of the fair market value of our Class A common stock as of the date of grant over a period of ten years. Commencing on July 1, 2021, the RSUs vest in equal monthly installments over a period of five years, which is subject to Messrs. Blumenthal’s and Gilboa’s continued employment with us through the applicable vesting date. The size of the award was determined after consideration of similar equity awards to founders of privately held and publicly traded companies that are serving in executive positions and was intended to replace annual grants that would otherwise be made to Messrs. Blumenthal and Gilboa over the next several years following the direct listing (although the Compensation Committee retains the right to reassess future awards in its discretion). Each award of the PSUs is divided into eight substantially equal tranches, with each tranche vesting on the date the 90-day trailing volume weighted average trading price of our Class A common stock exceeds the stock price hurdle, as set forth for each award in the table below.
Long-Term Equity Compensation
| Tranche | Number of PSUs Under Each Award | Stock Price Hurdle | | 1 | 274,856 | $47.75 | | 2 | 274,855 | $55.71 | | 3 | 274,856 | $63.67 | | 4 | 274,855 | $71.63 | | 5 | 274,856 | $79.59 |
Long-Term Equity Compensation
| Tranche | Number of PSUs Under Each Award | Stock Price Hurdle | | 6 | 274,855 | $87.55 | | 7 | 274,856 | $95.50 | | 8 | 274,855 | $103.46 |
Long-Term Equity Compensation
Shares underlying vested RSUs and PSUs will be issued to Messrs. Blumenthal and Gilboa on a specified quarterly date following the second anniversary of the vesting date, except for an amount necessary to cover any taxes due in connection with the vesting, which will be withheld or sold to cover, or issued to offset, such taxes, at the Company’s discretion. Any RSUs or PSUs subject to the award that have not vested by the 10th anniversary of the grant date will be forfeited. The number of RSUs and PSUs and each stock price hurdle for the PSUs will be equitably adjusted to reflect any stock splits, stock dividends or other restructurings impacting our Common Stock. In the event of Messrs. Blumenthal’s or Gilboa’s termination of employment affected by us without “cause,” by him for “good reason” or due to his death or disability, (i) all unvested RSUs will accelerate and vest in full and (ii) all unvested PSUs will remain outstanding and eligible to vest until the earlier of 18 months following the date of termination and the end of the 10-year term of the PSUs. In the event of Messrs. Blumenthal’s or Gilboa’s termination of employment affected by us for cause or due to his voluntary resignation, all unvested RSUs and PSUs will be forfeited, and in the case of a termination for cause, any vested RSUs or PSUs may be clawed back to the extent required by our Clawback Policy. In addition, in the event of a change in control, achievement of stock price hurdles for purposes of the PSUs will be measured based on the price per share to be received by stockholders in connection with such change in control, and any tranches for which the stock price hurdle has been met as well as 25% of the then-remaining PSUs will vest and be settled. In the event of Messrs. Blumenthal’s or Gilboa’s termination of employment without cause or resignation for good reason within 18 months following the change in control, all unvested RSUs will accelerate and vest in full. 2023 Annual RSU Grant In January 2023, we granted Mr. Miller an award of 142,075 RSUs that vest in substantially equal monthly installments over four years, subject to Mr. Miller’s continued service to us. The size of Mr. Miller’s RSU award was determined based on the recommendation of our Co-CEOs based on their evaluation of Mr. Miller’s performance after referencing the value of grants made to similarly situated executives in our peer group companies.
Welfare Benefits and Retirement Plans
Welfare Benefits and Retirement Plans We maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other part-time and full-time employees. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to 4% of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan and making fully vested matching contributions adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. All of our full-time employees, including our NEOs, are eligible to participate in our welfare plans, including medical, dental, and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and accidental death and dismemberment insurance. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs. We do not maintain any defined benefit pension plans or deferred compensation plans for our NEOs, though we generally defer issuance of shares following the vesting of RSUs granted to our NEOs as described below in the Non-Qualified Deferred Compensation Table.
Employment Agreements
Employment Agreements Messrs. Blumenthal and Gilboa have not entered into employment agreements or offer letters with us. In 2011, we entered into an offer letter with Mr. Miller. The offer letter sets forth the title, base salary, target bonus opportunity, and initial equity award for Mr. Miller and summarizes the other terms and conditions applicable to Mr. Miller’s employment with the company. Under Mr. Miller’s offer letter, in the event we terminate Mr. Miller’s employment for other than cause or Mr. Miller resigns for good reason, each as defined below, then subject to Mr. Miller returning all company property in his possession and providing a general release in our favor, he is entitled to continued payment of his base salary for a period of six months and a lump sum payment in an amount equal to six months’ of the Company’s contribution under our health insurance plans in which Mr. Miller participates on the date of termination. For the purposes of Mr. Miller’s offer letter, “cause” means (a) his unauthorized use or disclosure of our confidential information or trade secrets, which use or disclosure causes material harm to us, (b) his material breach of any agreement between Mr. Miller and us that continues for a period of 30 days after receiving written notification of such breach from our board of directors, (c) his material failure to comply with our written policies or rules that continues for a period of 30 days after receiving written notification of such failure from our board of directors, (d) his conviction of, or his plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state, (e) his gross negligence or willful misconduct that continues for a period of 30 days after receiving written notification of such negligence or misconduct from our Board of Directors, (f) his failure to perform assigned duties that continues for a period of 30 days after receiving written notification of the failure from our Board of Directors, or (g) his failure to cooperate in good faith with a governmental or internal investigation of the company or its directors, officers or employees, if we have requested Mr. Miller’s cooperation. For the purposes of Mr. Miller’s offer letter, he will have “good reason” to resign if he resigns within twelve months after (a) a reduction in his base salary by more than 10% (other than an across-the-board reduction applicable to all of our senior management team that does not disproportionately affect Mr. Miller), (b) a material diminution of his authority, duties or responsibilities, or (c) a relocation of his principal workplace to a location that is outside of the New York City metropolitan area. Notwithstanding the foregoing, Mr. Miller will not have good reason to resign unless he provides written notice to us within 90 days after the initial occurrence of the condition giving rise to good reason and we fail to cure the condition within 30 days after receiving Mr. Miller’s written notice.
Taxation of Parachute Payments and Deferred Compensation
Taxation of Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to an NEO would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs for the fiscal years 2023, 2022 and 2021.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Neil Blumenthal Co-CEO and Director | 2023 | 525,000 | — | — | — | 368,944 | 13,200 | 907,144 | | | 2022 | 500,000 | — | — | — | 187,500 | 12,200 | 699,700 | | | 2021 | 450,000 | — | 99,192,563 | 3,482,921 | 337,500 | 136,400 | 103,599,384 | | Dave Gilboa Co-CEO and Director | 2023 | 525,000 | — | — | — | 368,944 | 13,200 | 907,144 | | | 2022 | 500,000 | — | — | — | 187,500 | 12,200 | 699,700 | | | 2021 | 450,000 | — | 99,192,563 | 3,482,921 | 337,500 | 136,400 | 103,599,384 | | Steve Miller CFO | 2023 | 472,500 | — | 2,035,935 | — | 265,640 | 13,200 | 2,787,275 | | | 2022 | 450,000 | — | — | — | 135,000 | 12,200 | 597,200 | | | 2021 | 430,000 | 64,500 | 3,494,014 | 1,670,184 | 215,000 | 11,400 | 5,885,098 |
2023 Summary Compensation Table
(1) Amount for 2023 represents the full grant-date fair value of restricted stock units granted to Mr. Miller, as calculated in accordance with ASC Topic 718, rather than the amount paid to or realized by Mr. Miller. See Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023, for the assumptions used in calculating these values. 2023 amounts exclude $2,602, $2,602 and $1,867 for Messrs. Blumenthal, Gilboa and Miller, respectively, which represent the excess of the grant-date fair value of RSU awards received in March 2024, computed in accordance with ASC Topic 718, over the amount of cash bonus earned in 2023 and foregone in exchange for such RSUs. These amounts will be reflected in the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table. (2) 2023 amounts reflect the cash bonus foregone by each NEO in exchange for RSU awards granted in February 2024 pursuant to our Annual Bonus Plan with respect to fiscal year 2023. Please see the section titled “Annual Bonus Program” above for further information. (3) Amounts reported for 2023 constitute matching contributions made under the Company’s 401(k) plan.
Grants of Plan-Based Awards in Fiscal 2023
Grants of Plan-Based Awards in Fiscal 2023 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2023.
Grants of Plan-Based Awards in Fiscal 2023
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Options Awards ($)(3) | | | | Target ($) | Maximum ($) | | | | Neil Blumenthal | — | 393,750 | 945,000 | — | — | | Dave Gilboa | — | 393,750 | 945,000 | — | — | | Steve Miller | — | 283,500 | 680,400 | — | — | | | 1/3/2023 | — | — | 142,075 | $2,035,935 |
Grants of Plan-Based Awards in Fiscal 2023
(1) Amounts reflect the target and maximum payouts under our 2023 Annual Bonus Program. Amount reported as maximum assumes achievement of both performance goals at maximum with a 20% stakeholder modifier. In addition, the Compensation Committee amended the Annual Bonus Program to provide that awards in respect of 2023 and in future years will be awarded in equity in lieu of cash, and the actual amounts earned by our NEOs in respect of 2023 are set forth in the Summary Compensation Table above. Additional information regarding our 2023 Annual Bonus Program is set forth in “Compensation Discussion and Analysis—Elements of the Company’s Executive Compensation Program—Annual Bonus Program.” (2) Constitutes an RSU award that vests in substantially equal monthly installments over four years from the grant date, subject to continued services by the named individual. Amounts reflect the full grant-date fair value of RSU awards computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these values.
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End Table
| | | | Option Awards | | | | | Stock Awards | | | | | Name(1) | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised, Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Neil Blumenthal | 2/22/2017 | 2/22/2017 | 710,759 | | | 3.83 | 2/21/2027 | | | | | | | 11/20/2019(3) | 1/1/2020 | | | | 14.19 | | 6,429 | — | | | | | 11/20/2019(4) | 1/1/2020 | | | | | | 1,515 | 21,362 | | | | | 1/28/2021(3) | 1/1/2021 | | | | 18.35 | | 74,502 | — | | | | | 1/28/2021(4) | 1/1/2021 | | | | | | 18,770 | 264,657 | | | | | 6/15/2021(5) | 7/1/2021 | | | | | | | | 2,198,844 | 31,003,700 | | | 6/15/2021(6) | 7/1/2021 | | | | | | 486,888 | 6,865,121 | | | | Dave Gilboa | 2/22/2017 | 2/22/2017 | 710,759 | | | 3.83 | 2/21/2027 | | | | | | | 11/20/2019(3) | 1/1/2020 | | | | 14.19 | | 6,429 | — | | | | | 11/20/2019(4) | 1/1/2020 | | | | | | 1,515 | 21,362 | | | | | 1/28/2021(3) | 1/1/2021 | | | | 18.35 | | 74,502 | — | | | | | 1/28/2021(4) | 1/1/2021 | | | | | | 18,770 | 264,657 | | | | | 6/15/2021(5) | 7/1/2021 | | | | | | | | 2,198,844 | 31,003,700 | | | 6/15/2021(6) | 7/1/2021 | | | | | | 486,888 | 6,865,121 | | | | Steve Miller | 10/16/2018 | 1/1/2018 | 10,601 | | | 13.08 | 10/15/2028 | | | | | | | 3/29/2019 | 1/1/2019 | 47,079 | | | 12.35 | 3/28/2029 | | | | | | | 3/29/2019 | 12/1/2022 | 662 | | | 12.35 | 3/28/2029 | | | | | | | 3/29/2019 | 1/1/2022 | 11,376 | | | 12.35 | 3/28/2029 | | | | | | | 11/20/2019(7) | 1/1/2020 | 96,819 | | 2,997 | 13.35 | 11/19/2029 | | | | | | | 11/20/2019(4) | 1/1/2020 | | | | | | 842 | 11,872 | | | | | 1/28/2021(7) | 1/1/2021 | 56,191 | | 31,761 | 17.90 | 1/27/2031 | | | | | | | 1/28/2021(4) | 1/1/2021 | | | | | | 8,585 | 121,049 | | | | | 6/15/2021(4) | 7/1/2021 | | | | | | 32,274 | 455,063 | | | | | 1/3/2023(4) | 1/1/2023 | | | | | | 109,517 | 1,544,190 | | |
Outstanding Equity Awards at Fiscal Year-End Table
(1) Option awards and stock awards held by Messrs. Blumenthal and Gilboa cover shares of our Class B common stock and option awards and stock awards held by Mr. Miller cover shares of our Class A common stock. (2) Amounts are calculated by multiplying the number of units or shares shown in the table by $14.10 per unit or share, the closing trading price per share of our Class A common stock on December 29, 2023, the last trading day of 2023. For shares acquired upon exercise of stock options prior to vesting, the applicable repurchase price is subtracted. (3) Represents restricted stock acquired on the exercise of options that are subject to a right of repurchase that lapses based on the option’s vesting schedule in 48 substantially equal monthly installments from the vesting commencement date, subject to the named executive officer continuing to provide service to the Company through each vest date. (4) Represents RSUs that vest in 48 substantially equal monthly installments from the vesting commencement date, subject to the NEO continuing to provide service to the Company through each vest date. (5) Represents PSUs that vest upon the achievement of stock price goals as described above under the heading “Multi-Year Founders’ Grants”. Represents RSUs that vest in 60 substantially equal monthly installments from the vesting commencement date and the settlement of such awards will occur two years following each tranche’s vest date. Represents options that vest in 48 substantially equal monthly installments from the vesting commencement date, subject to the named executive officer continuing to provide service to the Company through each vest date.
Option Exercises and Stock Vested in Fiscal 2023
Option Exercises and Stock Vested in Fiscal 2023
Option Exercises and Stock Vested in Fiscal 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Neil Blumenthal | — | — | 225,181(2) | 2,823,234 | | David Gilboa | — | — | 225,181(2) | 2,823,234 | | Steve Miller | — | — | 71,810(3) | 897,927 |
Option Exercises and Stock Vested in Fiscal 2023
(1) Reflects the product of the number of shares of Common Stock vested multiplied by the closing price of our Class A common stock on the vesting date. (2) For each of Messrs. Blumenthal and Gilboa, includes (i) 2,959 RSUs that were earned and vested in 2023 but were not released until March 2024 in accordance with the Company’s ordinary release schedule; and (ii) 188,472 RSUs comprising a portion of the multi-year founders’ awards, which were earned and vested in 2023 but will not be released for two years following the applicable vesting date (outside of 9,912 shares sold to cover taxes for each individual). (3) For Mr. Miller, includes 6,161 RSUs that were earned and vested in 2023 but not released until March 2024 in accordance with the Company’s ordinary release schedule.
Non-Qualified Deferred Compensation Table
Non-Qualified Deferred Compensation Table The following table provides information concerning (i) certain RSUs that were earned and vested in 2023 but were not released until March 2024, in accordance with the Company’s ordinary release schedule; and (ii) the portion of the Co-CEOs’ multi-year founders’ awards that were earned and vested in 2023 but are subject to deferral until two years following the applicable vesting date under the applicable RSU award agreement. The RSUs that were granted in 2022 were previously reported as compensation for 2022 based on their fair value as of the grant date in the Summary Compensation Table and have also been reported in the Option Exercises and Stock Vested Tables in 2023 based on their fair value as of the vesting date. We do not maintain any other deferred compensation arrangements.
Non-Qualified Deferred Compensation Table
| Name | Executive Contributions in Last FY | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals / Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Neil Blumenthal | — | 2,270,500 | 173,284 | (840,359) | 5,076,818 | | Dave Gilboa | — | 2,270,500 | 173,284 | (840,359) | 5,076,818 | | Steve Miller | — | 68,079 | 8,878 | (44,668) | 86,870 |
Non-Qualified Deferred Compensation Table
(1) Amount is also captured in the “Value Realized on Vesting” reflected in the 2023 Option Exercises and Stock Vested table above. For each of Messrs. Blumenthal and Gilboa, this represents the value of (i) the Class B common stock underlying the 2,959 RSUs that were earned and vested in 2023 but were not released until March 2024 in accordance with the Company’s ordinary release schedule; and (ii) the Class B common stock underlying the 188,472 RSUs that vested on the first day of each month during 2023 comprising a portion of the multi-year founders’ awards, but will not be released for two years following the applicable vesting date (outside of 9,912 shares sold to cover taxes), resulting in 178,560 shares actually deferred for each individual. For Mr. Miller, this represents the value of 6,161 shares of Class A common stock underlying RSUs that were earned and vested in 2023 but not released until March 2024 in accordance with the Company’s ordinary release schedule. (2) Represents the change in value of shares of our Class A or Class B common stock subject to the vested RSUs based on the change in the closing per share price from the later of (1) the vesting date or (2) December 31, 2022, to the earlier of the (a) the applicable release date or (b) December 31, 2023. (3) For each of Messrs. Blumenthal and Gilboa, includes the value of 74,383 shares of our Class B common stock that were released on December 8, 2023 in settlement of RSUs that vested during 2021 and 4,162 shares of our Class B common stock that were released on March 10, 2023 in settlement of RSUs that vested during 2022, based on the closing price per share of Class A common stock on the applicable release dates. For Mr. Miller, includes the value of 4,046 shares of our Class A common stock that were released on March 10, 2023 in settlement of RSUs that vested during 2022, based on the closing price per share of Class A common stock on such date. (4) Represents the aggregate value of the vested RSUs based on $14.10, the closing per share price of our Class A common stock on December 31, 2023.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our NEOs are eligible for certain payments and benefits in the event of a change in control or their termination of employment under specified circumstances. These payments and benefits are described in further detail below. The following table and the narrative that follows provide information concerning the estimated payments and benefits that could be provided in the termination circumstances described below, assuming that the relevant termination or change in control took place on December 31, 2023. As described above under “Equity Compensation—Multi-Year Founders’ Grants”, the RSUs and PSUs granted on June 15, 2021 to Messrs. Blumenthal and Gilboa provide that in the event of Messrs. Blumenthal’s or Gilboa’s termination of employment affected by us without “cause,” by him for “good reason” or due to his death or disability, (i) all unvested RSUs will accelerate and vest in full and (ii) all unvested PSUs will remain outstanding and eligible to vest until the earlier of 18 months following the date of termination and the end of the 10-year term of the PSUs. In addition, in the event of a change in control, achievement of stock price hurdles for purposes of the PSUs will be measured based on the price per share to be received by stockholders in connection with such change in control, and any tranches for which the stock price hurdle has been met as well as 25% of the then-remaining PSUs will vest and be settled. In the event of Messrs. Blumenthal’s or Gilboa’s termination of employment without cause or resignation for good reason within 18 months following the change in control, all unvested RSUs will accelerate and vest in full. Messrs. Blumenthal and Gilboa are not entitled to any other severance or accelerated vesting. The following table quantifies the value of the accelerated vesting upon these terminations of employment and upon a change in control, in each case, assuming the triggering event occurred on December 31, 2023, using the $14.10 closing trading price of our Class A common stock on December 29, 2023, the last trading day in 2023. The values are identical for each of Messrs. Blumenthal and Gilboa.
Potential Payments Upon Termination or Change in Control
| Termination Without Cause or for Good Reason / Cause (no Change in Control) or Due to Death or Disability ($) | Change in Control (no Termination) ($) | Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($) | | 6,865,121 | 7,750,925 | 14,616,046 |
Potential Payments Upon Termination or Change in Control
As described above under “Employment Agreements”, we have entered into an offer letter with Mr. Miller that provides certain severance benefits. In the event we terminate Mr. Miller’s employment other than for cause or Mr. Miller resigns for good reason, then subject to Mr. Miller returning all Company property in his possession and providing a general release in our favor, he is entitled to continued payment of his base salary for a period of six months and a lump sum payment in an amount equal to six months of the Company’s contribution under our health insurance plans in which Mr. Miller participates on the date of termination. The following table quantifies these severance benefits, assuming that a termination without cause or resignation for good reason took place on December 31, 2023.
Potential Payments Upon Termination or Change in Control
| Base Salary Continuation ($) | Company Health Plan Contribution ($) | Total ($) | | 236,250 | 2,818 | 239,068 |
CEO PAY RATIO
CEO PAY RATIO As required under Item 402(u) of Regulation S-K of the Securities Exchange Act of 1934, we are required to disclose the ratio of our 2023 Co-Chief Executive Officers’ annual total compensation to the median annual total compensation of our other employees. Accordingly, we determined that the 2023 annual total compensation of the employee identified as our median paid employee, other than our 2023 Co-Chief Executive Officers, Messrs. Blumenthal and Gilboa, was $33,514. The following table shows the 2023 total annual compensation for each of Messrs. Blumenthal and Gilboa, as reported in the Summary Compensation Table and the ratios of the annual total compensation for our 2023 Co-Chief Executive Officers to the median of the annual total compensation of our other employees.
CEO PAY RATIO
| Co-Chief Executive Officer | Total Compensation for each Co-Chief Executive Officer as reported in the Summary Compensation Table ($) | Total Compensation for Median Paid Employee ($) | Ratio | | Neil Blumenthal | 907,144 | 33,514 | 27:1 | | Dave Gilboa | 907,144 | 33,514 | 27:1 |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our co-principal executive officers (“Co-PEOs”) and Non-PEO NEO and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for Neil Blumenthal(1) ($) | Compensation Actually Paid to Neil Blumenthal(1)(2)(3) ($) | Summary Compensation Table Total for Dave Gilboa(1) ($) | Compensation Actually Paid to Dave Gilboa(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEO(1) ($) | Average Compensation Actually Paid to Non-PEO NEO(1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based On(4): | | Net Income (in $000s) | Adjusted EBITDA Margin(5) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2023 | 907,144 | 2,895,154 | 907,144 | 2,895,154 | 2,787,275 | 2,652,151 | 26 | 99 | (63,199) | 7.8% | | 2022 | 699,700 | (98,065,752) | 699,700 | (98,065,752) | 597,200 | (8,681,556) | 25 | 85 | (110,393) | 4.5% | | 2021 | 103,599,384 | 136,895,038 | 103,599,384 | 136,919,117 | 5,885,098 | 18,392,384 | 85 | 111 | (144,271) | 4.6% |
PAY VERSUS PERFORMANCE DISCLOSURE
(1) Messrs. Blumenthal and Gilboa were our Co-PEOs for each of the years presented. Mr. Miller was our only non-PEO NEO for each of the years presented. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid for 2023 reflects the exclusions and inclusions of certain amounts for the Co-PEOs and the Non-PEO NEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
PAY VERSUS PERFORMANCE DISCLOSURE
| Name | Value of Equity Awards Disclosed in the Summary Compensation Table ($) | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included ($) | Total— Equity Award Adjustments ($) | | Neil Blumenthal | — | — | 2,166,202 | — | (178,191) | — | — | 1,988,010 | | Dave Gilboa | — | — | 2,166,202 | — | (178,191) | — | — | 1,988,010 | | Steve Miller | (2,035,935) | 1,544,190 | 15,083 | 405,195 | (63,657) | — | — | (135,124) |
PAY VERSUS PERFORMANCE DISCLOSURE
Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns is calculated in accordance with ASC Topic 718 and was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for Messrs. Blumenthal’s and Gilboa’s multi-year founders’ grants, using a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s). For all awards, fair value is determined based on the same methodology as used to determine grant-date fair value. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and prior fiscal years. The Peer Group TSR set forth in this table utilizes S&P Apparel, Accessories & Luxury Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting September 29, 2021, the date of the Company’s direct listing, through the end of the listed year in each of the Company and in the S&P Apparel, Accessories & Luxury Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined adjusted EBITDA margin to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our Co-PEOs and Non-PEO NEO in 2023. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA margin is defined for purposes of the annual bonus plan as set forth above in the “Compensation Discussion and Analysis” section. Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Company TSR. The following chart sets forth the relationship between Compensation Actually Paid to our Co-PEOs, the Compensation Actually Paid to our other NEO, and the Company’s cumulative TSR since the Company’s direct listing on September 29, 2021.
Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Net Income
Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our Co-PEOs, the Compensation Actually Paid to our other NEO, and our Net Income during the three most recently completed fiscal years.
Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Adjusted EBITDA Margin
Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Adjusted EBITDA Margin The following chart sets forth the relationship between Compensation Actually Paid to our Co-PEOs, the Compensation Actually Paid to our other NEO, and our adjusted EBITDA margin during the three most recently completed fiscal years.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Non-Employee Director Compensation Policy Non-employee director compensation is set in accordance with our Director Compensation Program, under which our non-employee directors receive cash compensation as follows: ● Each non-employee director receives an annual cash retainer in the amount of $75,000 per year. ● Any lead non-employee director receives an additional cash retainer in the amount of $15,000 per year. ● The chair of the Audit Committee receives an additional annual cash retainer in the amount of $20,000 per year for such chair’s service on the Audit Committee. ● The chair of the Compensation Committee receives an additional annual cash retainer in the amount of $15,000 per year for such chair’s service on the Compensation Committee. ● The chair of the Nominating and Corporate Governance Committee receives an additional annual cash retainer in the amount of $10,000 per year for such chair’s service on the Nominating and Corporate Governance Committee. Under the Director Compensation Program, each non-employee director who continues to serve as a non-employee director following an annual stockholders meeting will automatically be granted fully vested RSUs covering a number of shares of our Class A common stock calculated by dividing (a) $225,000 by (b) the average closing trading price of our Class A common stock over the 30-day period ending the day prior to the date of such annual meeting. Newly appointed non-employee directors are automatically granted a pro-rated fully vested RSU award based on the anticipated date of our next annual stockholders meeting. Any equity awards held by our non-employee directors that are unvested automatically accelerate in the event of a change in control. Our non-employee directors may elect to convert all or a portion of their annual retainers into awards of RSUs covering a number of shares of Class A common stock calculated by dividing the amount of the annual retainer that would have otherwise been paid to such non-employee director on the applicable grant date by the average closing trading price of a share of Class A common stock over the 30-day period ending the day prior to the grant date. In addition, our non-employee directors may defer the issuance of the shares underlying their RSUs until the earliest of a fixed date properly elected by the non-employee director, his or her termination of service or a change in control, in each case, in compliance with the requirements of Section 409A of the Internal Revenue Code. Donation Matching Program Our non-employee directors may participate in our Board of Directors Donation Matching Program. Under this program, we will match contributions to eligible non-profit organizations, up to a maximum of $2,500 per non-employee director per calendar year. The following table sets forth information concerning the compensation received by our non-employee directors for the fiscal year ended December 31, 2023. Messrs. Blumenthal and Gilboa, our co-CEOs, do not receive any additional compensation for their services on our Board of Directors.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Teresa Briggs | 95,000 | 233,316 | 2,500 | 330,816 | | Joel Cutler | — | — | | — | | Andrew Hunt | 75,000 | 236,088 | | 311,088 | | Youngme Moon | 75,000 | 233,316 | | 308,316 | | Jeffrey Raider | 75,000 | 233,316 | | 308,316 | | Gabrielle Sulzberger | 85,000 | 234,892 | 2,500 | 322,392 | | Ronald Williams | 75,000 | 236,088 | | 311,088 |
DIRECTOR COMPENSATION
Amounts reflect the cash retainers earned by the directors for their service during 2023 pursuant to our Non-Employee Director Compensation Policy. In addition, each of Messrs. Hunt and Williams elected to receive RSUs in lieu of 100% of their cash compensation and Ms. Sulzberger elected to received RSUs in lieu of 50% of her cash compensation under our Non-Employee Director Compensation Policy for 2023. Amounts for such directors reflect the cash fees forgone at the election of the directors to receive the following RSU awards, which were granted in June 2023: Mr. Hunt: 6,481 RSUs; Mr. Williams: 6,481 RSUs; and Ms. Sulzberger: 3,673 RSUs. Such amounts were determined by dividing the applicable amount of the cash fees by the average closing trading price of a share of Class A common stock over the 30-day period ending the day prior to the grant date. In addition, Mr. Williams and Ms. Sulzberger elected to defer the RSUs granted in lieu of their cash compensation. Pursuant to Mr. Cutler’s arrangement with General Catalyst and its affiliated entities, Mr. Cutler does not receive compensation for service on our Board of Directors. (2) Amounts reflect the full grant-date fair value of 19,443 fully vested RSUs awarded to each director, and for Messrs. Hunt, Williams, and Ms. Sulzberger, also includes the excess of the grant-date fair value of RSU awards received over the amount of cash retainer forgone in exchange for such RSUs granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the non-employee director. See Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023, for the assumptions used in calculating these values. Messrs. Raider and Williams and Ms. Sulzberger elected to defer their annual RSU awards. None of our non-employee directors held stock options or unvested stock awards as of December 31, 2023. Amounts reflect the Company’s charitable matching contribution made under our Donation Matching Program.