DEF 14A of Etsy Inc
Filed Apr 22, 2022 · FY20210001370637-22-000040
Keep Commerce Human
Keep Commerce Human We are committed to growing sustainably by aligning our mission and business strategy to help create economic impact through entrepreneurship.
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| ENVIRONMENTAL Building resilience for the long-term | SOCIAL Ensuring equitable access to opportunity | GOVERNANCE Fostering a culture of ethics and accountability | | Net Zero Achieving Net Zero through near- and long-term Science-Based Targets while continuing to run a carbon neutral company. | Prioritizing People Enabling our team to thrive through thoughtful practices that optimally attract, promote, and retain our talent. | Responsible Marketplace Practices Engendering trust with responsible structures and safeguards that reflect how deeply we care about our communities and marketplaces. | | Sustainable Operations Sourcing 100% renewable electricity, reducing the intensity of our energy use, and running “zero waste” operations. | Diversity, Equity & Inclusion Aiming for diverse representation, creating an inclusive culture, and centering equity in our workplace, with our suppliers, and in our marketplaces. | Thoughtful Corporate Governance Crafting thoughtful corporate governance practices to guide our business. | | Responsible Shopping Addressing the impacts of our marketplaces and establishing them as destinations for conscious consumers. | Social Innovation Providing pathways to economic freedom by using our platforms to support communities and invest in programs that promote beneficial economic and creative opportunities. | Integrated ESG Reporting Driving accountability through robust ESG reporting. | | | | Risk Oversight & Management Building for the future through robust risk assessment and oversight to unlock innovation and drive long-term value creation. |
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In 2021, we continued to focus on our economic impact.2 Etsy sellers contributed $14.3 billion to the U.S. economy, a 167% increase from our baseline of $5.37 billion in 2018. Etsy sellers created 3.8 million jobs in the independent worker economy, enough jobs to employ almost all of the city of Los Angeles, California (population 3.97 million), and generated $3.8 billion in income. Etsy sellers produced over $8 billion in additional economic value by harnessing their creativity and bringing unique products to market. The following illustrates our additional Impact/ESG highlights in 2021:
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| ENVIRONMENTAL | SOCIAL | GOVERNANCE | | We procured 100% renewable electricity for our operations. We ran a carbon neutral business, by investing in over 549,250 verified emissions reductions that protect forests, sponsor wind and solar farms, and help develop greener methods for producing auto parts. We have an ambitious Net Zero goal based on near- and long-term carbon reduction targets that are aligned with the science of climate change. We helped our U.S. sellers access and buy packaging made from certified responsibly sourced and 100% recycled materials that buyers can immediately recycle at home. | Etsy continued to attract and retain world-class talent in 2021, with a keen focus on diversity. In 2021, Etsy, including Reverb, grew our leadership level employee population who identify as a member of an underrepresented community (Black, Latinx, or Native American; collectively, “URC”) by 41.7%, and from 8.6% to 9.4% of our overall leadership level employee population. Hires from URCs constituted 16.7% of U.S. Etsy.com hires in 2021. The percentage of U.S. Etsy.com employees who are from URCs has increased from 8.6% in 2018 to 12.9% in 2021. Balancing this growth in the diversity of our workforce with a renewed focus on inclusion has helped our values-driven company culture continue to thrive. This year we continued to make investments in our employee resource group program and launched a company-wide inclusion training program. We also helped creative entrepreneurs from economically disenfranchised communities benefit from the growth of digital commerce. | We believe that effective governance does not call for a one-size-fits all approach. We carefully consider our governance practices and tailor them to our business to promote the long-term interest of Etsy’s stockholders. In 2021, we expanded and refreshed our Board of Directors by appointing two new directors. We also updated certain Board of Directors’ practices to enhance oversight of cyber related risks. In addition, the trustworthiness of our marketplaces and the connections among our buyer and seller communities continue to be the cornerstones of Etsy’s business. |
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Additionally, Etsy reports our Impact metrics using the Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosures (“TCFD”) frameworks. For more information on how we drive Impact, and our Impact goals, strategy, and progress, as well as our SASB and TCFD reporting, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 at pages 18-36. 2 To calculate these results, Etsy commissioned its third economic impact study with ECONorthwest, an independent economic consulting firm, to explore the ways Etsy sellers in the United States contribute to the national economic landscape.
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| 2022 Proxy Statement | 11 |
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Culture and Engagement We believe that our action-oriented, values-based, and purpose-driven work culture is a competitive advantage in attracting and retaining top talent. Etsy’s employees work diligently to bring innovative ideas to Etsy to strengthen the experience for sellers and buyers in our marketplaces. We are focused on maximizing our employees’ engagement, which is linked with high performance, retention, innovation, and growth. As Etsy’s overall business grew in 2021, and the stresses of a global pandemic continued, we leaned on our value of embracing differences. For those with caregiving responsibilities, that meant giving our employees the ability to create a flexible work schedule or to take paid family leave without judgement or stigma. For those seeking community, our investment in and expansion of Employee Resource Groups allowed our employees to build connections. And to better scaffold those ready for the next growth opportunity, we built out our competency matrices and expanded our performance enablement programs. We're also proud that Etsy's attrition in 2021 was significantly below industry averages. Safety will always be a top priority, and in 2021 visiting an Etsy office remained optional due to the COVID-19 pandemic. While in a fully remote work mode, we grew and evolved our thinking around “How and Where We Work.” The past year has strengthened our conviction that Etsy employees can excel wherever they choose to work. Grounded in inclusive practices and norms, we believe a hybrid approach to work is the best fit for our business, culture, and team. Our hybrid work policy allows Etsy employees to select the work mode that best fits their needs: remote (fully working from home); flex (select days in the office and at home); or in-office (predominantly working in our offices). We continue to believe Etsy offices are beloved gathering spaces for our teams to have human connection in person, and we look forward to continuing to explore new norms and technology that embrace this hybrid work model. The sustainability of our working environment and employee well-being also remains a key priority. In 2021, we retained and expanded our paid family leave policies that were established in 2016, and we continued our periodic company-wide “rest and recharge” days to supplement our other paid time off policies. We also supported regular “focus days” where non-critical meetings were canceled to provide space for deeper individual work. Finally, we remain focused on employee engagement, which we believe is linked with high performance, retention, innovation, and growth. We believe employees choose to work at Etsy because they value our work culture. In May 2021, we conducted an engagement survey of all of our global employees. Of the employees surveyed across Etsy and Reverb, 90% submitted a response, and 75% of Etsy and 75% of Reverb respondents reported favorable employee engagement, ahead of industry peers in the “New Tech” category according to research by Culture Amp. Diversity, Equity, and Inclusion Diversity, equity, and inclusion are core to Etsy’s culture. We are committed to building a workplace where people of all backgrounds and walks of life can thrive. We believe that diverse and inclusive teams build more creative and innovative solutions that strengthen our business and reinforce our values. For more information on our focus on diversity, equity, and inclusion, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 at pages 24-26, along with our workforce metrics at pages 27-28. Executive Team
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| We believe that we have built a highly qualified and effective Executive Team. | | | Each person brings fresh perspectives and deep expertise to their particular roles. Additionally, we’re proud that over half of our Executive Team identify as women. Our Executive Team consists of: | | | •Josh Silverman, President and Chief Executive Officer, leading Etsy in its growth and strategic direction •Rachel Glaser, Chief Financial Officer, overseeing our global financial operations •Michael Fisher, Chief Technology Officer, leading our engineering teams •Kruti Patel Goyal, Chief Product Officer, leading our product teams | •Ryan Scott, Chief Marketing Officer, leading our marketing teams •Raina Moskowitz, Chief Operating Officer, leading our strategy and operations, member services, trust and safety, impact, payments, and fulfillment teams •Jill Simeone, Chief Legal Officer and Corporate Secretary, leading our House of Brands legal, policy, compliance, and advocacy teams |
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Voting Roadmap
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| Proposal 1 Election of Directors | | At the Annual Meeting, three Class I directors are standing for election, each for a three-year term. Our Board has nominated C. Andrew Ballard, Jonathan D. Klein, and Margaret M. Smyth for election as Class I directors at the Annual Meeting. u See page 14 | | | Our Board recommends a vote FOR each nominee for Director. | |
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| Proposal 2 Advisory Vote on Executive Compensation | | This proposal, commonly referred to as the “say-on-pay” vote, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and our executive compensation philosophy, objectives, and program, as described in this proxy statement. u See page 37 | | | Our Board recommends a vote FOR this proposal. | |
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| Proposal 3 Ratification of the Appointment of Independent Registered Public Accounting Firm | | Our Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022 and recommends that stockholders vote to ratify the appointment. PricewaterhouseCoopers LLP has audited our consolidated financial statements since 2012. u See page 63 | | | Our Board recommends a vote FOR this proposal. | |
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| 2022 Proxy Statement | 13 |
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| Proposal 1 | | Election of Directors |
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In accordance with our amended and restated certificate of incorporation, our Board of Directors, which currently has nine members, is divided into three staggered classes of directors. Our Board has nominated Jonathan D. Klein and Margaret M. Smyth for re-election and has nominated C. Andrew Ballard for election as Class I directors at the 2022 Annual Meeting, each for a three-year term. Mr. Ballard's nomination was made as a result of discussions between Mr. Silverman and the members of the Nominating and Corporate Governance Committee to surface and evaluate possible candidates. Each nominee is independent and has consented to serve as director, if elected. We have no reason to believe that any nominee will be unable or unwilling to serve as director. If, however, a nominee is unavailable for election, your proxy authorizes us to vote for a replacement nominee if our Board names one. Each director is elected by a plurality vote. The three director nominees receiving the highest number of “FOR” votes will be elected. If elected at the Annual Meeting, the nominees will serve until our 2025 Annual Meeting of Stockholders and until their successors have been elected and qualified or until they resign, die, or are removed from our Board. For information about the nominees and each director whose term is continuing after our Annual Meeting, please see the section on “Etsy's Board of Directors."
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| | Our Board of Directors recommends a vote “FOR” each director nominee named above. |
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Etsy's Board of Directors The following table provides summary information about our Board of Directors. See pages 18-22 for more information.
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| | | | | C. Andrew Ballard Age: 49 Director Since: 2021 Class: I | Jonathan D. Klein Age: 61 Director Since: 2011 Class: I Committees: Compensation | Margaret M. Smyth Age: 58 Director Since: 2016 Class: I Committees: Audit (Chair) | | | | | | M. Michele Burns Age: 64 Director Since: 2014 Class: II Committees: Audit, Nominating and Corporate Governance | Josh Silverman President and Chief Executive Officer Age: 53 Director Since: 2016 Class: II | Fred Wilson (Chair) Age: 60 Director Since: 2007 Class: II Committees: Audit, Nominating and Corporate Governance (Chair) | | | | | | Marla Blow Age: 51 Director Since: 2021 Class: III Committees: Audit | Gary S. Briggs Age: 59 Director Since: 2018 Class: III Committees: Compensation | Melissa Reiff Age: 67 Director Since: 2015 Class: III Committees: Compensation (Chair) |
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| 2022 Proxy Statement | 15 |
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Director Skills and Experience Matrix In 2022, Etsy requested that each of our directors provide a more detailed skills and experience self-assessment allowing for more robust disclosure of that information. All of our directors bring experience in senior leadership roles and corporate governance experience to our boardroom. The following chart summarizes other areas important to the oversight of Etsy's business where our directors have substantial knowledge and experience.
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| | Josh Silverman | Andrew Ballard | Marla Blow | Gary Briggs | Michele Burns | Jonathan Klein | Melissa Reiff | Margaret Smyth | Fred Wilson | | Technology, e-commerce and digital media | | | | | | | | | | | Brand strategy, marketing, or merchandising | | | | | | | | | | | Global commerce or international business | | | | | | | | | | | Human resources or talent | | | | | | | | | | | Impact/ESG | | | | | | | | | | | Strategic transactions | | | | | | | | | | | Payments processing | | | | | | | | | | | Finance, accounting, or financial reporting | | | | | | | | | | | Risk management | | | | | | | | | | | Information security/cybersecurity | | | | | | | | | | | Data analytics | | | | | | | | | | | Other current public company board service | | | | | | | | | |
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Diverse Representation and Perspective
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| Director Independence | Gender | LGBTQ+ | | | | | | Tenure | Race/Ethnicity | Disability | | | | |
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More than half of Etsy's Board self-identified with diverse attributes, and two-thirds of our Board Committee Chairs identify as women. These attributes were self-disclosed by our directors through an optional diversity question included in our director questionnaire. The survey captured Board members' identity or affiliation including within the following categories:
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| Board Diversity Matrix (As of April 22, 2022) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 4 | 5 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 1 | 1 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 3 | 4 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 2 | | | | | Disabled | 1 | | | | | Did Not Disclose Demographic Background | 0 | | | |
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The above Board Diversity Matrix is presented under Nasdaq's Board Diversity Rule using categories required by stock exchange rules.
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| 2022 Proxy Statement | 17 |
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Director Nominees and Continuing Directors Nominees for Election to a Three-Year Term Expiring at the 2025 Annual Meeting of Stockholders
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| C. Andrew Ballard | | | | Professional Experience •Chief Executive Officer and Co-Founder of Wiser Solutions, Inc., a software and data company focused on brands and retailers, since 2012 •Founder and Managing Partner of Figtree Partners, an investment firm focused on software and technology, since 2012 •Senior Advisor at Hellman & Friedman LLC, a private equity firm, from 2012 to 2019, and Managing Director, from 2006 to 2012 •Prior to that: various positions at Bain Capital, LLC and Bain & Company, Inc. Other Public Company Directorships •Domino’s Pizza, Inc. (since 2015) Other Information •Director of private companies, including CrossFit, Datacor, Inc., and Zignal Labs | | INDEPENDENT Age: 49 Director since: 2021 | | | | Qualifications C. Andrew Ballard should serve as a member of our Board because of his executive and leadership experience across the technology, marketing, data analytics, media, and finance industries, as well as his strategic business and acquisition experience and his significant experience as a director of and investor in businesses in all stages of growth. |
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| Jonathan D. Klein | | | | Professional Experience •Co-Founder and Deputy Chairman of Getty Images, Inc., a global digital media company, having served as Chief Executive Officer from its inception in 1995 until 2015 •Executive-in-Residence at General Catalyst, a venture capital firm, since April 2018 Other Public Company Directorships •Jumia Technologies AG (since January 2019) •Squarespace (since 2010) Other Information •Director of several private companies, including Getty Images (and its predecessor company Getty Communications since 1995), Getty Investments, Kano, Bloom & Wild, and Kegtails Pty. Ltd. •Getty Images has announced a transaction with CC Neuberger Principal Holdings, II, a publicly traded special purpose acquisition company. Upon closing, Getty Images will become a public company. Mr. Klein is expected to remain on the Board of Getty Images. | | INDEPENDENT Age: 61 Director since: 2011 | | | | Qualifications Jonathan D. Klein should serve as a member of our Board due to his extensive experience with e- commerce, his knowledge of marketplaces and digital media companies, his international business experience, and his experience as a public company CEO and as a director of a number of public and private companies. |
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| Margaret M. Smyth | | | | Professional Experience •Senior Advisor, Global Infrastructure, QIC, a global infrastructure investor focused on ESG-themed investments in transport, energy, and utilities, and social/public/private partnership sectors, since July 2021 •U.S. Chief Financial Officer, National Grid plc, a multinational energy company, from 2014 to June 2021 •Vice President of Finance at ConEdison, Inc., from 2012 to 2014 •Prior to that: Senior Managing Partner at Deloitte & Touche and Arthur Andersen Other Public Company Directorships •Frontier Communications Parent, Inc. (since June 2021) •Remitly Global, Inc. (since May 2021) •Lilium N.V. (since September 2021) Investment Company Directorships •Mutual of America Financial Group (two funds) (since 2005) | | INDEPENDENT Age: 58 Director since: 2016 | | | | Qualifications Margaret M. Smyth should serve as a member of our Board due to her expertise in public company finance, accounting, and strategic planning. In addition, she brings significant international experience and leadership through her service as an executive and director of global public companies. Ms. Smyth is also experienced in advancing sustainability accounting practices and is a SASB FSA Credential Holder. |
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| 2022 Proxy Statement | 19 |
Directors Continuing in Office
Directors Continuing in Office
Directors Continuing in Office
| Marla Blow | | | | Professional Experience •President and Chief Operating Officer of Skoll Foundation, which invests in and supports social entrepreneurs, where she leads Skoll’s program work, grants, investments, and financial management, since March 2021 •Senior Vice President for Social Impact in North America, Mastercard Center for Inclusive Growth from October 2019 to March 2021 •Founder and Chief Executive Officer, FS Card Inc., a subprime credit card venture, from 2014 to January 2019 (sold to strategic acquirer); and a Partner in Fenway Summer LLC, a consumer finance investment and venture capital firm that incubated FS Card •Prior to that: Assistant Director, Card and Payments Markets Group, Consumer Financial Protection Bureau, and various positions in the credit card business at Capital One Other Public Company Directorships •Care.com (February 2018 to March 2020) (acquired by IAC/InterActive Corp) •FactorTrust, Inc. (2016 to November 2017) (acquired by TransUnion) Other Information •Director of Square Financial Services, an independent banking subsidiary of Block Inc., formerly known as Square, Inc. (since March 2021). | | INDEPENDENT Age: 51 Director since: 2021 | | | | Qualifications Marla Blow should serve as a member of our Board because of her significant experience with payments and financial services, her experience as a regulator, and her expertise in platforms that support small business. In addition she brings experience with impact and has advocated for creative entrepreneurship as a path to economic empowerment. |
Directors Continuing in Office
| Gary S. Briggs | | | | Professional Experience •Chairman of Hawkfish, LLC, a political data and technology-based digital marketing company, from September 2019 to May 2021 •Vice President and Chief Marketing Officer of Facebook, Inc. (now known as Meta Platforms, Inc.), a social media company, from 2013 to November 2018 •Prior to that: Various marketing roles at Google, Inc., eBay Inc., PayPal, Inc., IBM Corp., and PepsiCo Other Public Company Directorships •Petco Health & Wellness Co. Inc. (since 2018) •Afterpay Limited (January 2020 to March 2022) (acquired by Block, Inc., formerly Square, Inc.) •LifeLock, Inc. (2013 to 2017) (acquired by Symantec Corporation) | | INDEPENDENT Age: 59 Director since: 2018 | | | | Qualifications Gary S. Briggs should serve as a member of our Board because of his significant brand strategy and marketing expertise, as well as his executive and leadership experience, particularly at technology and e-commerce companies. |
Directors Continuing in Office
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Directors Continuing in Office
| M. Michele Burns | | | | Professional Experience •Advisory Board, Stanford Center on Longevity at Stanford University since October 2019, having served as the Center Fellow and Strategic Advisor from 2012 to October 2019 •Chief Executive Officer, Retirement Policy Center sponsored by Marsh & McLennan Companies, Inc. from 2011 to 2014 •Chairman and Chief Executive Officer, Mercer LLC, a human resources consulting firm, from 2006 to 2011, and Chief Financial Officer in 2006 •Prior to that: Chief Financial Officer at Delta Air Lines, Inc. and various positions at Arthur Andersen, serving ultimately as the Senior Partner, Southern Region Federal Tax Practice Other Public Company Directorships •Cisco Systems, Inc. (since 2003) •Goldman Sachs Group, Inc. (since 2011) •Anheuser-Busch InBev SA (since 2016) •Alexion Pharmaceuticals, Inc. (2014 to May 2018) •Wal-Mart Stores, Inc. (2003 to 2013) | | INDEPENDENT Age: 64 Director since: 2014 | | | | Qualifications M. Michele Burns should serve as a member of our Board due to her expertise in corporate finance, accounting, governance, and strategy. She also brings expertise in global and operational management, including a background in organizational leadership and human resources, and experience as a public company CFO and director. |
Directors Continuing in Office
| Melissa Reiff | | | | Professional Experience •Chief Executive Officer, The Container Store Group, Inc., the original storage and organization specialty retailer, from 2016 until her retirement in February 2021 •President and Chief Operating Officer of The Container Store Group, Inc., from 2013 to 2016, having served as President from 2006 to 2013 Other Public Company Directorships •The Container Store Group, Inc. (2007 to September 2021) •Cricut, Inc. (since March 2021) | | INDEPENDENT Age: 67 Director since: 2015 | | | | Qualifications Melissa Reiff should serve as a member of our Board because of her significant operational experience; her expertise in retail, marketing, and merchandising; and her knowledge of executive compensation and talent management. She also brings experience as a CEO and director of public companies. |
Directors Continuing in Office
| 2022 Proxy Statement | 21 |
Directors Continuing in Office
| Josh Silverman | | | | Professional Experience •President and Chief Executive Officer, Etsy since May 2017 •Senior Operating Advisor, Hellman & Friedman, a private equity firm, from January to May 2017, and Executive in Residence at Greylock Partners, a venture capital firm, in 2016 •President of Consumer Products and Services, American Express Company from 2011 to 2015 •Prior to that: CEO of Skype from 2008 to 2010; CEO of Shopping.com, an eBay company, from 2006 to 2008, and prior to that various executive roles at eBay •Co-Founder and Chief Executive Officer of Evite, Inc. from 1998 to its sale in 2001 Other Public Company Directorships •Shake Shack Inc. (since 2016) | | Age: 53 Director since: 2016 | | | | Qualifications Josh Silverman should serve as a member of our Board due to his deep familiarity with our business through his tenure as CEO and his significant executive, operational, strategic, payments, data, and marketing experience. He also brings expertise in scaling and leading online marketplaces and technology companies. |
Directors Continuing in Office
| Fred Wilson | | | | Professional Experience •Founder and Partner, Union Square Ventures, a venture capital firm, since 2003 •Chair of the Board of Etsy since May 2017, having served as our Lead Independent Director since 2014 •Prior to that: Venture capitalist for over 30 years Other Public Company Directorships •Coinbase Global, Inc. (since January 2017; publicly traded since April 2021) Other Information •Director of various private companies in connection with his role at Union Square Ventures and in a personal capacity. | | INDEPENDENT Age: 60 Director since: 2007 | | | | Qualifications Fred Wilson should serve as a member of our Board due to his extensive experience with technology and social media companies and his deep understanding of our business and operations through his tenure on our Board and as one of our early investors. Fred has significant experience in corporate governance, technology company strategy, and scaling businesses in growth. He is also a well-known thought leader on technology, venture capital, and management matters. |
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Corporate Governance Key Features of our Corporate Governance
Directors Continuing in Office
| •Independent Board Chair •Fully independent Board, except our CEO •100% independent Committee members •Regular executive sessions of independent directors •A Board comprised of sophisticated and fully engaged directors with different areas of relevant expertise •Strong commitment to diversity, including gender, racial/ethnic, and additional dimensions of diversity •Even distribution of director tenure, resulting in a Board with both institutional and fresh perspectives •A director resignation policy requiring any nominee for director receiving more votes "withheld" than "for" in an uncontested election to offer his or her resignation for consideration by our Nominating and Corporate Governance Committee and our Board •Active role by our Board in risk management oversight •Stockholder engagement program | •Annual Board and Committee self-evaluations overseen by our Board Chair and our Nominating and Corporate Governance Committee •Robust code of conduct applicable to directors, officers, and employees •Periodic reviews of our corporate governance structure, including our charter, bylaws, Committee charters, corporate governance guidelines, and code of conduct, to ensure they are appropriate for a company of our stage of development and market size •Rigorous CEO evaluation process, and independent director oversight of executive succession planning • New Stock ownership guidelines for directors and executive officers •Policy of no pledging or hedging of Etsy shares for current employees and directors •Notice required before accepting an invitation to serve on additional for-profit board of directors |
Directors Continuing in Office
Stockholder Engagement Etsy executives maintain a very active, year-round engagement schedule meeting with the portfolio management teams at existing and potential stockholders around the world as part of our on-going investor relations activities. In connection with this broad engagement program, we met with over 350 investment management firms throughout 2021, including meetings with stockholders representing 83% of our outstanding common stock. In addition to conversations about our business and financial performance, we have seen a growing trend toward discussions of ESG topics during these regular investor engagement meetings. In addition, since 2018 we have also conducted targeted outreach to offer investors the opportunity to specifically discuss corporate governance, environmental, social, and executive compensation issues. From the time following our 2021 Annual Meeting of Stockholders, as part of our off-season stockholder engagement efforts, we reached out to stockholders representing approximately 44% of our outstanding common stock and held discussions with all of the stockholders who wanted to meet, representing approximately 27% of our outstanding shares of common stock. In these discussions we received valuable feedback, which helps inform our Board's discussions of our corporate governance practices, environmental goals, and employment and executive compensation program, policies, and practices. Our management team has principal responsibility for investor relations, and their efforts are overseen by our Board. We believe our multi-faceted engagement program provides stockholders with an effective channel for two-way dialogue with both our Board and management.
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| 2022 Proxy Statement | 23 |
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The following illustrates our year-round engagement program:
Directors Continuing in Office
| Year-Round Investor Engagement | | | | Our management team maintains regular contact with our investors, including through quarterly earnings calls, individual meetings, and other communication channels, to hear questions and feedback. In April of each year, we publish our Proxy Statement. | | | | Annual Meeting | | Off-Season | | •We hold our Annual Meeting of Stockholders, typically in June. •We receive and summarize feedback from the Annual Meeting. •We identify any potential areas of concern and monitor governance trends and the needs of our business and stockholders. | | •We conduct our off-season stockholder engagement outreach on executive compensation and corporate governance practices. •We review our corporate governance documents, policies, and procedures and plan for the upcoming reporting season. •We review progress on our Impact strategy and goals. We publish our integrated Annual Report. |
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The following sections highlight the conversations we had in our stockholder outreach program, including our key messages and the feedback we received, as well as what actions we have taken or expect to take in response to this feedback.
Taxation of Non-Qualified Deferred Compensation
Taxation of Non-Qualified Deferred Compensation Generally, Section 409A of the Code sets limits on the deferral and payment of certain benefits. Our Compensation Committee takes into account whether elements of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A, and seeks to structure these elements to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.
Accounting Considerations
Accounting Considerations Our Compensation Committee considers the accounting treatment of the various elements of our executive compensation program. For example, we record our executive officers’ base salaries, equity awards, and our cash incentive compensation in our Consolidated Financial Statements. We follow the FASB ASC Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all stock-based payment awards made to our employees, including our executive officers, and the non-employee members of our Board, including stock options and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables in this proxy statement, even though the recipient of the awards may never realize any value from their awards.
Accounting Considerations
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Josh Silverman President & CEO | 2021 | 600,000 | 35,273,412 | 3,599,940 | 1,099,000 | 11,940 | 40,584,292 | | | 2020 | 575,000 | – | – | 1,150,000 | 209,307 | 1,934,307 | | | 2019 | 475,000 | – | – | 600,000 | 8,400 | 1,083,400 | | Rachel Glaser Chief Financial Officer | 2021 | 443,750 | 4,049,928 | 1,249,973 | 609,000 | 8,700 | 6,361,351 | | | 2020 | 418,750 | 1,799,988 | 1,199,994 | 600,000 | 44,550 | 4,063,282 | | | 2019 | 393,750 | 1,413,805 | 1,249,995 | 370,000 | 62,617 | 3,490,167 | | Michael Fisher Chief Technology Officer | 2021 | 443,750 | 4,049,928 | 1,249,973 | 609,000 | 8,700 | 6,361,351 | | | 2020 | 418,750 | 1,799,988 | 1,199,994 | 600,000 | 45,089 | 4,063,821 | | | 2019 | 381,250 | 1,413,805 | 1,249,995 | 365,000 | 44,400 | 3,454,450 | | Kruti Patel Goyal Chief Product Officer | 2021 | 395,000 | 3,645,096 | 1,124,975 | 433,000 | 8,700 | 5,606,771 | | | 2020 | 373,750 | 1,349,960 | 899,991 | 430,000 | 8,550 | 3,062,251 | | Ryan Scott Chief Marketing Officer | 2021 | 392,500 | 3,239,898 | 999,978 | 433,000 | 8,700 | 5,074,076 | | | 2020 | 366,250 | 1,199,978 | 799,996 | 421,000 | 8,550 | 2,795,774 |