DEF 14A of Etsy Inc, Apr 28, 2025

DEF 14A of Etsy Inc

Filed Apr 28, 2025 · FY20240001370637-25-000030

Open on EDGAR

  1. Annual Meeting & Closing

    | Executive Compensation Tables | | 59 | | Summary Compensation Table | | 59 | | Grants of Plan-Based Awards Table | | 60 | | Outstanding Equity Awards at Fiscal Year-End Table | | 61 | | Option Exercises and Stock Vested Table | | 63 | | Potential Payments Upon Termination or Change of Control | | 64 | | Pay Ratio Disclosure | | 67 | | Pay Versus Performance | | 68 | | Equity Compensation Plan Information | | 72 | | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | | 73 | | Fees and Services | | 74 | | Pre-Approval Policies and Procedures | | 74 | | Audit Committee Report | | 75 | | Proposal 4: Approval of an Amendment to our Certificate of Incorporation to Remove Supermajority Voting Provisions | | 76 | | Background | | 76 | | Why Our Board Supports This Proposal | | 76 | | Required Vote | | 77 | | Security Ownership of Certain Beneficial Owners, Directors, and Management | | 78 | | Certain Relationships and Related Person Transactions | | 80 | | Voting and Meeting Information | | 81 | | Additional Information | | 86 | | Non-GAAP Financial Measures | | 88 | | Appendix A - Certificate of Amendment to the Certificate of Incorporation to Remove Supermajority Voting Provisions | | 89 |

  2. Annual Meeting & Closing

    | | C. Andrew Ballard Age: 52 Director Since: 2021 Class: I Committees: Compensation | | David S. Rosenblatt Age: 57 Director Since: 2025 Class: III Committees: Compensation | | | Marla Blow Age: 54 Director Since: 2021 Class: III Committees: Risk Oversight (Chair) | | Josh Silverman Chief Executive Officer Age: 56 Director Since: 2016 Class: II | | | Gary S. Briggs Age: 62 Director Since: 2018 Class: III Committees: Risk Oversight | | Margaret M. Smyth Age: 61 Director Since: 2016 Class: I Committees: Audit (Chair); Risk Oversight | | | M. Michele Burns Age: 67 Director Since: 2014 Class: II Committees: Audit; Nominating and Corporate Governance | | Marc Steinberg Age: 35 Director Since: 2024 Class: I Committees: Audit | | | Melissa Reiff Age: 70 Director Since: 2015 Class: III Committees: Compensation (Chair) | | Fred Wilson Chair Age: 63 Director Since: 2007 Class: II Committees: Audit; Nominating and Corporate Governance (Chair) |

  3. Annual Meeting & Closing

    | | Key Qualifications C. Andrew Ballard brings to our Board his executive and leadership experience across the technology, marketing, data analytics, media, and finance industries, as well as his strategic business and acquisition experience as a director of, and investor in, businesses in all stages of growth. | | | 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 | | C. Andrew Ballard INDEPENDENT Age: 52 Director since: 2021 Compensation Committee | |

  4. Annual Meeting & Closing

    | | Key Qualifications Margaret M. Smyth brings to our Board her expertise in public company finance, accounting, strategic planning, and risk management. In addition, she brings significant international experience and leadership through her service as an executive and director of global public companies. Ms. Smyth also has experience in advancing sustainability accounting practices, holds SASB's FSA Credential, and holds a Certificate in Cyber-Risk Oversight from Carnegie Mellon University and the National Association of Corporate Directors, and a Fundamentals of ESG Certificate from the AICPA. | | | Professional Experience •Partner, 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 •Member of the Nasdaq Center for Board Excellence Advisory Council, a group committed to advancing the effectiveness of board members and leaders •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 financial roles at United Technologies and 3M; Senior Managing Partner at Deloitte & Touche and Arthur Andersen Other Public Company Directorships •Lilium N.V. (September 2021 to December 2024) •Frontier Communications Parent, Inc. (since June 2021) •Remitly Global, Inc. (since May 2021) Investment Company and Private Company Directorships •Mutual of America Financial Group (two funds) (since 2005) •Pearce Services (since December 2024) | | Margaret M. Smyth INDEPENDENT Age: 61 Director since: 2016 Audit Committee (Chair) Risk Oversight Committee | |

  5. Annual Meeting & Closing

    | | Key Qualifications Marc Steinberg brings to our Board his experience as an investor having responsibility for public and private equity investments across a broad range of industries and as a board member in the technology, digital media, and e-commerce industries. | | | Professional Experience •Partner at Elliott Investment Management, L.P., an investment management firm, since January 2024, and various other roles at Elliott Investment Management, L.P. from 2015 to January 2024 •Prior to that: Centerview Partners (2012 to 2015) Other Public Company Directorships •Pinterest, Inc. (since December 2022) Other Information •Director of various private companies including Nielsen Holdings, plc (since October 2022), Syneos Health (since September 2023), and Cubic Corporation (since May 2021) | | Marc Steinberg INDEPENDENT Age: 35 Director since: 2024 Audit Committee | |

  6. Annual Meeting & Closing

    | | Key Qualifications Marla Blow brings to our Board 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 has advocated for creative entrepreneurship as a path to economic empowerment, and brings experience as a purpose-driven leader in both the private and public sectors. | | | 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 a 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 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) | | Marla Blow INDEPENDENT Age: 54 Director since: 2021 Risk Oversight Committee (Chair) | |

  7. Annual Meeting & Closing

    | | Key Qualifications Gary S. Briggs brings to our Board his significant brand strategy and marketing expertise, as well as his executive and leadership experience at technology and e-commerce companies. | | | Professional Experience •Senior Advisor, Paid Media, Biden for President, from April 2024 to July 2024, Harris for President from July 2024 to November 2024 •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 Company 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) Other Information •Director of Combe, Inc., a private company (since 2023) | | Gary S. Briggs INDEPENDENT Age: 62 Director since: 2018 Risk Oversight Committee | |

  8. Annual Meeting & Closing

    | | Key Qualifications M. Michele Burns brings to our Board 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 Chief Financial Officer and director. | | | 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 •Anheuser-Busch InBev SA (since 2016) •Goldman Sachs Group, Inc. (since 2011) •Cisco Systems, Inc. (2003 to 2023) •Alexion Pharmaceuticals, Inc. (2014 to May 2018) •Wal-Mart Stores, Inc. (2003 to 2013) | | M. Michele Burns INDEPENDENT Age: 67 Director since: 2014 Audit Committee Nominating and Corporate Governance Committee | |

  9. Annual Meeting & Closing

    | | Key Qualifications Melissa Reiff brings to our Board 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 Chief Executive Officer and as a director of public companies. | | | Professional Experience •Chief Executive Officer, The Container Store Group, Inc., a 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 •Cricut, Inc. (since March 2021) •The Container Store Group, Inc. (2007 to September 2021) | | Melissa Reiff INDEPENDENT Age: 70 Director since: 2015 Compensation Committee (Chair) | |

  10. Annual Meeting & Closing

    | | Key Qualifications David S. Rosenblatt brings to our Board his extensive experience in the digital marketplace, online advertising and digital marketing technology and services industries, as well as his significant executive and leadership experience, including as a public company Chief Executive Officer and director. | | | Professional Experience •Chief Executive Officer and member of the board of 1stDibs.com, Inc., an online marketplace for design, including furniture, art, jewelry, and fashion, since 2011 •President, Global Display Advertising, of Google, Inc. (now known as Alphabet Inc.), a multinational technology company, from 2008 to 2009 •Prior to that: several executive positions at DoubleClick, a digital marketing technology and services company acquired by Google in 2008, including Chief Executive Officer from 2005 to 2008 and President from 2000 to 2005, after joining as part of its initial management team in 1997 Other Public Company Directorships •1stDibs.com, Inc. (since 2011) •IAC Holdings, Inc. (since 2008) •Twitter (now known as X Corp.) (2010 to October 2022) | | David S. Rosenblatt INDEPENDENT Age: 57 Director since: 2025 Compensation Committee | |

  11. Annual Meeting & Closing

    | | Key Qualifications Josh Silverman brings to our Board his deep familiarity with our business through his tenure as our Chief Executive Officer, and his significant executive, operational, strategic, payments, data, and marketing experience. He also brings expertise in scaling and leading online marketplaces and technology companies. | | | Professional Experience •Chief Executive Officer, Etsy since May 2017, and President from May 2017 to December 2024 •Senior Operating Advisor, Hellman & Friedman, a private equity firm, in 2017 •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: Chief Executive Officer of Skype from 2008 to 2010; Chief Executive Officer of Shopping.com, an eBay company, from 2006 to 2008; and, prior to that, served in 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) | | Josh Silverman Age: 56 Director since: 2016 Chief Executive Officer | |

  12. Annual Meeting & Closing

    | | Key Qualifications Fred Wilson brings to our Board his extensive experience with technology and social media companies, as well as 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. | | | Professional Experience •Founder and Partner, Union Square Ventures, a venture capital firm, since 2003 •Chair of our Board 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 | | Fred Wilson INDEPENDENT Age: 63 Director since: 2007 Chairman of the Board Audit Committee Nominating and Corporate Governance committee | |

  13. Management Succession Planning

    | Director | Fees Paid in Cash ($)(1) | Stock Awards ($)(2)(4) | Option Awards ($)(3)(4) | Total Compensation ($) | | C. Andrew Ballard | 5,000 | 293,363 | — | 298,363 | | Marla Blow | 10,000 | 304,790 | — | 314,790 | | Gary S. Briggs | 4,000 | 293,363 | — | 297,363 | | M. Michele Burns | 5,000 | 299,978 | — | 304,978 | | Jonathan D. Klein | | 293,363 | — | 293,363 | | Melissa Reiff | | 304,790 | — | 304,790 | | Margaret M. Smyth | | 308,578 | — | 308,578 | | Marc Steinberg | | 369,365 | — | 369,365 | | Fred Wilson | 5,000 | — | 419,973 | 424,973 |

  14. Management Succession Planning

    (1)Reflects prorated catch-up retainers for service on additional committees created after the date of our 2024 Annual Meeting to Ms. Blow as the Chair of our Risk Oversight Committee, Mr. Briggs as a member of our Risk Oversight Committee, and Mr. Ballard, Ms. Burns, and Mr. Wilson, who served as members of an ad hoc committee constituted by our Board. (2)The value disclosed is the aggregate grant date fair value of 4,878 RSUs granted to Mr. Ballard; 5,068 RSUs granted to Ms. Blow; 4,878 RSUs granted to Mr. Briggs; 4,988 RSUs granted to Ms. Burns; 4,878 RSUs granted to Mr. Klein; 5,068 RSUs granted to Ms. Reiff; 5,131 RSUs granted to Ms. Smyth, and 5,971 RSUs granted to Mr. Steinberg (consisting of 1,062 RSUs granted upon joining our Board in February 2024, which vested in full on the date of our 2024 Annual Meeting, and 4,909 RSUs granted in June 2024 as an annual retainer), computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and is based on the closing market price of our common stock on Nasdaq on the grant date, which was $60.14. The number of RSUs granted is calculated by Etsy using the average closing price of Etsy’s common stock on Nasdaq (rounded to the nearest hundredth) for the 30 trading days up to and including the grant date. (3)The value disclosed is the grant date fair value of an option to purchase 12,544 shares granted to Mr. Wilson, computed in accordance with FASB ASC Topic 718 using the Black-Scholes pricing model with the following assumptions: expected volatility of 61.8%, risk free interest rate of 4.2%, and expected term of 4.9 years. (4)As of December 31, 2024, the aggregate number of stock options and unvested RSUs held by each non-employee director listed in the table above was as follows:

  15. Management Succession Planning

    | | Unvested RSUs (#) | Stock Options (#)(1) | | C. Andrew Ballard | 4,878 | 689 | | Marla Blow | 5,068 | 420 | | Gary S. Briggs | 4,878 | 18,869 | | M. Michele Burns | 4,988 | 30,244 | | Jonathan D. Klein | 4,878 | 23,578 | | Melissa Reiff | 5,068 | 16,184 | | Margaret M. Smyth | 5,131 | 58,257 | | Marc Steinberg | 4,909 | — | | Fred Wilson | — | 32,502 |

  16. Management Succession Planning

    (1)All stock options are vested in full, except for options to purchases 12,544 shares held by Mr. Wilson, which will vest on the date of our 2025 Annual Meeting. In early 2025, Compensia conducted its annual review of our compensation program for non-employee directors relative to our peer group. Based on market data provided by Compensia, our Compensation Committee approved a change to the pay mix to align with the majority of peer company practice. For 2025, non-employee directors will receive an annual board retainer of $300,000 of which $250,000 is payable in the form of RSUs issued on the date of the upcoming Annual Meeting, which will vest in full on the earliest of the date of the next Annual Meeting, the date on which we are subject to a change in control, or the director's death, and of which $50,000 will be paid in cash on or about the date of the 2026 Annual Meeting, in each case subject to the director's continued service as of such date. Our Board Chair will continue to receive payment of all board retainers in stock options.

  17. Management Succession Planning

    | 34 | Etsy |

  18. Management Succession Planning

    Executive Officers Below is information regarding each of our current Executive Team members. Our Executive Team serves at the discretion of our Board. There are no family relationships among any of our directors or Executive Team members.

  19. Management Succession Planning

    | | Professional Experience •Chief Executive Officer of Etsy since May 2017, and President from May 2017 to December 2024 •Senior Operating Advisor at Hellman & Friedman, a private equity investment firm, in 2017 •Executive in Residence at Greylock Partners, a venture capital firm, in 2016 •President of Consumer Products and Services at American Express Company, from 2011 to 2015 Prior to that: Mr. Silverman was the Chief Executive Officer of Skype from 2008 to 2010; Chief Executive Officer of Shopping.com, an eBay company, from 2006 to 2008; and, prior to that, served in various executive roles at eBay. Mr. Silverman was also co-founder and Chief Executive Officer of Evite, Inc. from 1998 to its sale in 2001. Other Information Mr. Silverman serves on the board of Etsy and Shake Shack Inc., where he is a member of Shake Shack's audit committee and its nominating and corporate governance committee. | | Josh Silverman Chief Executive Officer since 2017 Age: 56 | |

  20. Management Succession Planning

    | | Professional Experience •President and Chief Growth Officer of Etsy since January 2025 and Chief Executive Officer of our Depop subsidiary since September 2022 •Chief Product Officer of Etsy from October 2019 to July 2022 Prior to that: Ms. Patel Goyal held several senior leadership roles at Etsy, including Senior Vice President, Product, General Manager of Seller Services, leading our Business & Corporate Development function, leading our International team, and leading our Marketplace Integrity and Trust & Safety teams. Before joining Etsy in 2011, Ms. Patel Goyal worked in strategy and business development at Viacom, focused on digital media growth, and at (RED), a global marketing company that raises funds to fight AIDS in Africa. | | Kruti Patel Goyal President and Chief Growth Officer since 2025 Age: 48 | |

  21. Management Succession Planning

    | | Professional Experience •Chief Financial Officer of Etsy since January 2025 •Chief Financial Officer of Eventbrite, Inc., an online marketplace for live experiences, from September 2019 to November 2024, and also serving as Chief Operating Officer of Eventbrite, Inc. from August 2024 to December 2024 •Chief Financial Officer of Yelp Inc., a technology platform for local business reviews, from May 2016 to August 2019 •Chief Executive Officer and President of ZipRealty, Inc., an online real estate brokerage and technology company, from September 2010 to March 2016, and Executive Vice President and Chief Financial Officer of ZipRealty from December 2008 to September 2010 Prior to that: Mr. Baker began his career as a highly respected equity research analyst in the internet and e-commerce sectors at Salomon Brothers (subsequently Salomon Smith Barney, then Citigroup). Mr. Baker has served as a member of the Board of Directors of multiple internet companies, including Leaf Group, XO Group, Inc., and HomeAway, Inc. | | Lanny Baker Chief Financial Officer since 2025 Age: 58 | |

  22. Management Succession Planning

    | 2025 Proxy Statement | 35 |

  23. Management Succession Planning

    | | Professional Experience •Chief Technology & Product Officer at Depop since March 2023 •Chief Product Officer at Depop from November 2021 through March 2023 •Vice President of Engineering at Etsy from October 2019 through November 2021 Prior to that: Mr. Colburn served as a Vice President of Engineering at Etsy and as Principal Engineer at IDology, an identity verification company, and worked as a consultant at a number of firms building custom applications. He has authored numerous articles, papers, and books on web development. | | Rafe Colburn Chief Technology Officer effective May 5, 2025 Age: 53 | |

  24. Management Succession Planning

    | | Professional Experience •Chief Product Officer of Etsy since July 2022 •Vice President, Product of Etsy from March 2018 to July 2022 •Senior Director, Product of Etsy from 2016 to March 2018 Prior to that: Mr. Daniel held several roles within the Product Management team at Etsy, including Director, Product from 2015 to 2016, Group Product Manager from 2014 to 2015, and Senior Product Manager in 2014. | | Nicholas Daniel Chief Product Officer since 2022 Age: 43 | |

  25. Management Succession Planning

    | | Professional Experience •Chief Marketing Officer of Etsy since January 2025 •Vice President, Chief Brand Officer of Etsy from July 2024 to January 2025 •Global Head of Brand Marketing and Communications at Etsy from April 2022 to July 2024 •Global Head of Brand Marketing and Creative at HubSpot, Inc., a software company, from March 2021 to April 2022 •Senior Vice President, Brand Marketing and Communications at SiriusXM Holdings Inc., a satellite and online radio company, from 2018 to 2021 Prior to that: Mr. Minor served as Managing Director, Brand, Advertising & Media at JPMorgan Chase & Co., and Vice President, Global Brand, Partnerships & Communications at American Express Company. | | Brad Minor Chief Marketing Officer since 2025 Age: 46 | |

  26. Management Succession Planning

    | 36 | Etsy |

  27. Management Succession Planning

    | | Professional Experience •Chief Legal Officer and Corporate Secretary of Etsy since February 2023 •Of Counsel to Latham & Watkins LLP from August 2022 to February 2023 •Leader-in-Residence at Columbia Law and Business Schools’ Reuben Mark Initiative for Organizational Character and Leadership, from February 2020 to February 2023 •General Counsel of Facebook, Inc. (now Meta Platforms, Inc.) from 2013 to September 2019 Prior to that: earlier in his career, Mr. Stretch was a law clerk to Justice Stephen G. Breyer on the U.S. Supreme Court and to Judge Laurence H. Silberman on the U.S. Court of Appeals for the District of Columbia Circuit, and he was in the Honors Program in the Antitrust Division of the U.S. Department of Justice. | | Colin Stretch Chief Legal Officer and Corporate Secretary since 2023 Age: 56 | |

  28. Management Succession Planning

    | | Professional Experience •Chief Human Resources Officer of Etsy since January 2024 •Vice President, People & Talent Strategy of Etsy from February 2020 to December 2023 •Senior Vice President, People and Talent of The Muse from 2017 to February 2020, and Vice President, People and Talent of The Muse from 2016 to 2017 Prior to that: Ms. Thompson held several roles with increasing responsibility at Conde Nast from 2011 to 2016, most recently serving as Executive Director, Human Resources. | | Toni Thompson Chief Human Resources Officer since 2024 Age: 42 | |

  29. Management Succession Planning

    | 2025 Proxy Statement | 37 |

  30. Management Succession Planning

    | Proposal 2 | | Advisory Vote on Named Executive Officer Compensation |

  31. Management Succession Planning

    In accordance with Section 14A of the Exchange Act and related SEC rules, we are providing our stockholders with the opportunity to approve, by advisory vote, the compensation of our named executive officers, as described in this proxy statement. This proposal, commonly referred to as the “say-on-pay” vote, provides 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 our named executive officers and our executive compensation philosophy, objectives, and program, as described in this proxy statement. Etsy currently holds a say-on-pay vote annually, which is consistent with the results of the most recent vote held on the frequency of our say-on-pay votes at our 2024 Annual Meeting. We ask our stockholders to approve the compensation of our named executive officers, as disclosed in the section titled “Executive Compensation,” including the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure, by casting a non-binding advisory vote “FOR” the following resolution: “RESOLVED, that the stockholders of Etsy, Inc. approve, on a non-binding advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statement for the 2025 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion.” This proposal will be decided by a majority of the votes cast. This means that this proposal will be approved on an advisory basis if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes will not have any effect on the outcome. As an advisory vote, the result will not be binding on our Board or our Compensation Committee. The say-on-pay vote will, however, provide us with important feedback from our stockholders about our executive compensation philosophy, objectives, and program. Our Board and our Compensation Committee value the opinions of our stockholders and expect to consider the outcome of the vote when evaluating our executive compensation program and making future executive compensation decisions.

  32. Management Succession Planning

    | | Our Board recommends a vote “FOR” the approval, on a non-binding advisory basis, of our named executive officer compensation, as discussed in this proxy statement. |

  33. Management Succession Planning

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  34. Management Succession Planning

    Executive Compensation Compensation Discussion and Analysis This Compensation Discussion and Analysis is intended to provide our stockholders with an understanding of our compensation philosophy, objectives, and practices; our compensation-setting process; our executive compensation program components; and the decisions made with respect to the 2024 compensation of our named executive officers (our “NEOs”). For fiscal year 2024, our NEOs were the following five individuals: •Josh Silverman, our Chief Executive Officer; •Rachel Glaser, our former Chief Financial Officer; •Rachana Kumar, our former Chief Technology Officer; •Raina Moskowitz, our former Chief Operating and Marketing Officer; and •Colin Stretch, our Chief Legal Officer and Corporate Secretary. Executive Summary

  35. Say-on-Pay Results and Stockholder Engagement

    | What We Heard | | Our Response and Perspective | | •Many investors cited company performance in their rationale for voting against our 2024 say-on-pay vote •Our stockholders are generally positive about the inclusion of PSUs in our equity compensation program design. •While some stockholders noted their appreciation for recent changes to increase the duration of the performance period, some stockholders also expressed a preference for a three-year performance period for our PSU financial metrics. •Some stockholders requested more differentiation between the metrics used in our annual cash incentive program and for our PSUs. •Some stockholders preferred that we enhance our disclosure on our long-term incentive goals. | | •Our executive compensation program continues to align pay and performance. A significant portion of our NEOs' compensation is "at risk" or “variable” compensation. We continue to have rigorous goals in our short- and long-term incentive programs, and payouts are consistent with our performance against those goals. In addition, realized compensation is heavily dependent on the performance of Etsy's stock price. When our stock price declines, realized pay diminishes. For more information, see the comparison in the section "Pay Versus Performance." •We continue to include PSUs in the mix of equity awards granted to Mr. Silverman and our other executive officers. We believe our NEOs' mix of RSUs and PSUs balances alignment of pay for performance and stockholder interests with retention of our Executive Team as we work to execute on foundational improvements to the Etsy marketplace. • Our 2024 PSU grants were approved before our 2024 meeting and the results of our say-on-pay vote and continued to use a two-year performance period for metrics other than relative TSR. For our 2025 PSU grants, our Compensation Committee extended the performance period for all remaining metrics from two years to three years, as described on page 51. • Similarly, our 2024 annual cash incentive program and PSU metrics were approved before our 2024 meeting and the results of our say-on-pay vote. For 2025, our Compensation Committee approved a change to one of the metrics used in our 2025 annual cash incentive program to differentiate a metric between our short- and long-term incentive programs, as described on page 48. •We historically have disclosed threshold, target, and stretch performance goals, as well as the actual performance and corresponding payouts, on completion of the performance periods. We will continue to disclose these goals upon completion of the performance periods for competitive reasons. Additionally, we have enhanced our disclosure to more explicitly speak to why we believe it is in the best interests of Etsy and its stockholders to not disclose goals until after the end of the performance period on page 48. |

  36. Say-on-Pay Results and Stockholder Engagement

    | 2024 Compensation Program | | 2025 Compensation Program | | | Annual Cash Incentives | | | Service, GMS, revenue, Adjusted EBITDA margin, and individual goals | Updated the metrics used in our annual cash incentive program | Service, GMS, take-rate, Adjusted EBITDA margin, and individual goals | | | Long-Term Equity Incentive Program | | | Two-year performance period for GMS, revenue and Adjusted EBITDA margin performance metrics; three-year performance period for rTSR metric | Updated the performance period; commitment to continue disclosing performance goals for each award once the performance period is completed | Three-year performance period for all metrics |

  37. Elements of Annual Compensation

    | Element | Type | Primary Objective | Value Realized On Achievement Of | | Base salary | Fixed | Attract and retain | Service | | Annual cash incentives | Variable | Short-term company and individual performance | Service, GMS, revenue, Adjusted EBITDA margin, and individual goals (includes Impact goals) | | Long-term incentives | Variable | Stockholder alignment, retention, and long-term value creation | Service and, for PSUs, GMS, revenue, Adjusted EBITDA margin, and relative TSR |

  38. Elements of Annual Compensation

    | What We Do | | What We Don’t Do | | | | We maintain an independent Compensation Committee | | We do not contractually guarantee annual base salary increases to our Executive Team | | | Our Compensation Committee retains an independent compensation advisor who performs no other services for us | | We do not offer defined benefit retirement programs or excessive perquisites | | | Our Compensation Committee conducts an annual executive compensation review, including a review of our compensation peer group, and a compensation-related risk assessment | | We do not offer change-in-control excise tax reimbursement payments or “gross-ups” | | | We use variable pay, including long-term equity awards, as a substantial portion of our Executive Team’s target total direct compensation opportunity | | We prohibit hedging or pledging of our equity securities by our officers, employees, and directors | | | We have adopted Stock Ownership Guidelines designed to align our Executive Team's interests with those of our stockholders | | We do not permit stock option exchanges or re-pricings without stockholder approval | | | Our Equity Grant Policy sets pre-established grant dates for Executive Team members' annual equity awards | | We do not permit stock option backdating | | | Our Executive Team is employed “at will” | | We do not encourage unreasonable risk taking | | | Our annual cash incentive program includes individual Impact goals | | Our Executive Team is not entitled to single-trigger change-in-control equity acceleration | | | We maintain a clawback policy consistent with SEC rules and Nasdaq listing standards | | |

  39. We Pay for Performance

    We Pay for Performance Our executive compensation philosophy is to design our compensation programs to be thoughtful and transparent, with a strong focus on pay for performance. Compensation for our executive officers is weighted heavily toward “at risk” compensation to align with our stockholders' interests. Our compensation program includes short-term cash incentives, which are earned based on Company and individual performance, and long-term equity incentives which are earned based on multi-year corporate objectives. Our equity incentives include RSU awards that may be settled for shares of our common stock generally upon satisfaction of time-based vesting requirements, and PSU awards, where the number of shares earned is generally determined based on our level of achievement of specified performance goals for key metrics. We maintain a 50-50 mix of RSUs-PSUs for our CEO, whose equity compensation is more heavily weighted toward company performance. We offer a 70-30 mix of RSUs-PSUs for our other NEOs, as we strive to offer an equity mix that is both motivating and retentive for executives as well as aligned with the long-term interests of our stockholders. In addition, we consider the value of these equity incentives to be "at risk" or “variable” compensation because the realized value of these incentives also depends on the performance of Etsy's stock price. When our NEOs contribute to driving the value of our stock price, they share in the increase of that price alongside our stockholders. Conversely, when our stock price is declining, our NEOs see the total value of their at risk compensation diminish.

  40. We Pay all Employees Competitively, Fairly, and Consistently

    As part of our commitment to fair pay practices, we completed our most recent biennial third-party pay equity analysis in 2024. The purpose of this analysis is to look at pay across jobs and levels to ensure our practices are fair and consistent and that compensation is not influenced by gender, race/ethnicity, or the intersection of those dimensions. Our 2024 pay equity analysis found no unexplained pay gaps adverse to women, employees from other marginalized genders, or non-white employees. Additionally, there were no unexplained pay gaps based on intersectionality (i.e., based on the combination of gender and race/ethnicity). We plan to continue to comprehensively audit pay equity biennially with an external consultant, and we conduct internal reviews twice a year in conjunction with performance ratings and promotion decisions. We also grant equity awards broadly across our employee base. We may periodically refresh those awards, granting additional equity awards to employees when our Compensation Committee deems it appropriate, in light of market conditions, to replenish unvested equity for retention, to reward performance, and to keep pace with the evolving competitive market. This broad-based equity program is intended to ensure that our employees are invested in, and receive the rewards of, our future success. While we believe it is important to use equity awards to align the interests of our employees with the long-term interests of our stockholders, we remain conscious of the costs associated with, and since 2017 have repurchased shares to at least offset dilution from, our stock-based compensation. As of December 31, 2024, we had fewer shares outstanding than we did as of December 31, 2017, evidence that our stock repurchase activities have enabled us to effectively mitigate the dilution associated with employee equity. For 2025, we adjusted the mix of long-term compensation for our employees below the vice president level, introducing long-term cash awards in lieu of a portion of their equity awards in an effort to better balance our goals of retaining our employees and aligning their interests with those of our stockholders, with managing our stock-based compensation expense and shares available under our 2024 Equity Incentive Plan.

  41. Annual Cash Incentive Program

    Annual Cash Incentive Program Overview Our annual cash incentive program is intended to reward participants for the achievement of our short-term financial and operational objectives and their individual contributions to meeting those objectives. Annual cash incentive award opportunities set in early 2024 for our Executive Team were based 70% on the achievement of corporate performance objectives and 30% on the achievement of individual performance goals and objectives, except in the case of our CEO, whose annual cash incentive award opportunity was based 80% on the achievement of corporate performance objectives and 20% on the achievement of individual performance goals and objectives, reflecting his greater responsibility for our overall performance. Each Executive Team member’s annual cash incentive award was subject to a maximum payout opportunity equal to 200% of his or her target annual cash incentive award opportunity. Target Annual Cash Incentive Opportunities Our Compensation Committee reviews the target annual cash incentive award opportunities (which are expressed as a percentage of annual base salary) of our executive officers each year as part of its annual executive compensation review and may make adjustments after considering the factors described below in “Factors Considered When Determining Executive Compensation.” Generally, our Compensation Committee seeks to set the target annual cash incentive award opportunities of our Executive Team members so that their target total cash compensation (the sum of their annual base salaries and the target annual cash incentive award opportunities) is at a competitive level with our executive compensation peer group, but does not target a specific percentile. For more information on how our Compensation Committee considers competitive compensation data in making its decisions with respect to the executive compensation, see “Factors Considered When Determining Executive Compensation.” Following a review by our Compensation Committee of competitive market data analysis and based on discussions with Compensia, in early 2024, our Compensation Committee approved target annual cash incentive award opportunities as a percentage of annual base salary for each NEO as follows, reflecting no change from the prior year.

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  43. Annual Cash Incentive Program

    The 2024 target total cash compensation opportunity for each our NEOs was as follows:

  44. Annual Cash Incentive Program

    | | | Cash Incentive Opportunity | | | | | Named Executive Officer | 2024 Base Salary | 2024 Target Opportunity (% of Base Salary) | 2024 Corporate Performance Component Weight* | 2024 Individual Performance Component Weight | Target Total Cash Compensation Opportunity | | Josh Silverman | $660,000 | 120% | 80% | 20% | $1,452,000 | | Rachel Glaser | $540,000 | 90% | 70% | 30% | $1,026,000 | | Rachana Kumar | $475,000 | 80% | 70% | 30% | $855,000 | | Raina Moskowitz | $500,000 | 80% | 70% | 30% | $900,000 | | Colin Stretch | $475,000 | 70% | 70% | 30% | $807,500 |

  45. Annual Cash Incentive Program

    * As described below, the aggregate corporate performance component was achieved at 77% in 2024. 2024 Corporate Performance Objectives In early 2024, our Compensation Committee selected consolidated GMS, revenue, and Adjusted EBITDA margin as the corporate performance objectives for our 2024 annual cash incentive program, which was consistent with prior years. Our Compensation Committee selected these metrics, which are key metrics that investors focus on when evaluating Etsy’s performance, for the following reasons: •GMS because it believes that it is an indicator of the success of Etsy sellers, the satisfaction of Etsy buyers, the health of our marketplaces, and the scale of our business, and, therefore, is one of our key performance measures. •Revenue and Adjusted EBITDA margin because it believes these measures provide a balance between top line and bottom line growth, generating revenue, and managing our expenses, thereby directly influencing the creation of long-term value for our stockholders. See “Non-GAAP Financial Measures” in this proxy statement for a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, and the calculation of Adjusted EBITDA margin. Our Compensation Committee approved performance targets for each performance objective at levels that were designed to capture a range of performance outcomes in 2024, while being realistic and motivating for the participants in our annual cash incentive program, including our NEOs. In recommending the targets that were approved by our Compensation Committee, our Executive Team considered a variety of factors, including a four-year (2020 to 2024) compound annual growth rate comparison, as well as a range of possible scenarios. Target performance for GMS, revenue and Adjusted EBITDA margin was set at higher than 2023 actual results. If the target performance levels for these metrics were achieved, the 2024 annual cash incentive program would pay out at 100% of target, with a maximum payout level equal to 200% if stretch performance levels were achieved.

  46. Annual Cash Incentive Program

    | Performance Measure | Weighting | 2023 Actual Performance | | | Threshold Performance Level (50% Payment of Financial Performance Component) | Target Performance Level (100% Payment of Financial Performance Component) | Stretch Performance Level (200% Payment of Financial Performance Component) | 2024 Actual Performance | | | Weighted Resulting Payout % | | GMS | 40% | | | 13,161 | $12,425 | $13,361 | $14,697 | | | 12,587 | 23.5% | | Revenue | 30% | | | 2,748 | $2,697 | $2,900 | $3,190 | | | 2,808 | 23.2% | | Adjusted EBITDA Margin (%) | 30% | | 27.4 | | 26.3% | 27.8% | 29.1% | | 27.8 | | 30.7% | | | | | | | | | | | Total | | 77% |

  47. Annual Cash Incentive Program

    In March 2025, our Compensation Committee determined our actual performance with respect to the performance objectives for the 2024 annual cash incentive program resulted in an aggregate corporate performance percentage of 77%, based on the achievement of GMS, revenue, and Adjusted EBITDA margin as shown in the above table.

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  49. Annual Cash Incentive Program

    2024 Individual Performance Early in the second quarter of 2024, our Compensation Committee reviewed and approved the CEO's goals and objectives for 2024 and reviewed and approved the 2024 goals and objectives recommended by Mr. Silverman for each other Executive Team member. These goals and objectives included Impact goals that advance and complement our business strategy. In early March 2025, our Compensation Committee also reviewed the 2024 individual performance of each NEO still serving as an executive officer against those goals and objectives. When making 2024 compensation decisions, our Compensation Committee considered the factors described under the heading "Key Factors Considered When Determining Executive Compensation," in addition to information provided by Mr. Silverman for each other NEO. Neither Ms. Glaser nor Ms. Kumar received an individual performance review for the purpose of our annual cash incentive program due to their retirement and departure, respectively. The following table summarizes select 2024 accomplishments for Mr. Silverman and Mr. Stretch, the only two NEOs who received annual cash incentive payments for 2024, other than in connection with retirement or departure arrangements.

  50. Annual Cash Incentive Program

    | Named Executive Officer | Select 2024 Achievements | | Josh Silverman | •Under Mr. Silverman’s guidance, Etsy focused on quality, value, reliability, and consideration. Key product launches during 2024 included a reimagined Gifting experience, a new Quality score for sellers, new "Creativity Standards" for the marketplace, a beta Loyalty program to drive buyer frequency, new Discovery experiences for the Etsy App and more. •Mr. Silverman also guided efforts to make Etsy a safer and more reliable platform, including a new onboarding fee and Trust & Safety investments, as well as deepening Etsy payments coverage. These initiatives, as well as machine learning investments in Etsy Ads, were key revenue drivers for 2024. •Mr. Silverman also spearheaded significant changes to Etsy's marketing investments, including meaningfully higher spend in mid-funnel social channels targeted at keeping existing buyers engaged and reactivating lapsed buyers. •Mr. Silverman focused on efficiency by making Etsy's systems, tools, and processes faster, better, and more resilient, including Etsy's usage of generative artificial intelligence (“Gen AI”) and advanced large language models. He also oversaw initiatives to develop high-performing teams in an inclusive and innovative work environment. | | Colin Stretch | •Mr. Stretch led our legal, compliance, and advocacy functions in providing legal support across the business, prioritizing areas of highest impact, taking into account legal and regulatory trends in emerging risk areas. •Mr. Stretch advanced our governance model through forming a Risk Oversight Committee and continued focus on our enterprise risk management program. •Mr. Stretch continued to develop policy infrastructure to enable scalable and predictable enforcement. •Mr. Stretch oversaw development of our payments compliance program to meet the requirements of our regulators and partners. |

  51. Annual Cash Incentive Program

    2024 Annual Cash Incentive Award Compensation Decisions In early 2025, our Compensation Committee approved the final cash incentive award payouts based on our corporate performance and their evaluation of the individual performance goals and objectives for our NEOs, except as noted in the footnotes below. As a result, the following payments were approved for 2024:

  52. Annual Cash Incentive Program

    | Named Executive Officer(1) | 2024 Base Salary | 2024 Target Opportunity (% of Base Salary) | 2024 Company Portion | 2024 Individual Portion | 2024 Total Earned (% of Target Opportunity) | 2024 Incentive Cash Compensation | | Josh Silverman | $660,000 | 120% | 77% | 100% | 82% | $649,440 | | Rachel Glaser | $540,000 | 90% | 77% | 100% | 84% | $408,240 | | Rachana Kumar | $475,000 | 80% | 77% | 100% | 84% | $319,200 | | Colin Stretch | $475,000 | 70% | 77% | 100% | 84% | $279,300 |

  53. Annual Cash Incentive Program

    (1)Ms. Glaser was eligible for an annual cash incentive award payout as provided by the terms of her retirement letter agreement, and Ms. Kumar was eligible for an annual cash incentive award payout as provided by the terms of her separation agreement. Ms. Moskowitz did not receive an annual cash incentive award payout for 2024, as she left Etsy before cash incentive awards were paid. See "Compensation Discussion and Analysis — Ms. Glaser's Retirement" for a description of Ms. Glaser's retirement arrangements. See "Compensation Discussion and Analysis — Other Named Executive Officer Transitions" for a description of Ms. Kumar and Ms. Moskowitz's departure arrangements.

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  55. Annual Cash Incentive Program

    Annual Cash Incentive Award Design for 2025 In response to stockholder feedback, our Compensation Committee approved changes to the metrics used to measure corporate performance for the 2025 annual cash incentive program, replacing revenue with take-rate (defined as consolidated revenue divided by consolidated GMS). Take-rate was selected as it demonstrates how effective Etsy is at capturing a fair exchange of value from fees we generate from transactions on our marketplaces and which we can then put back to work to drive overall growth. Our Compensation Committee carefully considered the value of the other metrics which overlap with our PSU metrics and determined that they were important to continue including as key drivers of Etsy's success across both the short and long term, and with the transition of PSUs to a three-year period for 2025, there is greater diversity in the time horizon between the annual cash incentive program and the long-term PSU program. For the 2025 annual cash incentive program, GMS was retained as the largest component of the 2025 annual cash incentive program, as well as a metric in the 2025 PSU awards, as it is an indicator of the success of Etsy sellers, the satisfaction of Etsy buyers, the health of our marketplaces, and the scale of our business, and, therefore, is one of our key performance measures. Adjusted EBITDA margin was approved as the final metric for the 2025 annual cash incentive program, which is a reflection of our profitability from operations. The threshold, target, and stretch performance targets for our 2025 annual cash incentive program, the achievement of those targets, and the resulting payouts will be disclosed in our 2026 proxy statement. Long-Term Incentive Awards Overview We view long-term equity incentive compensation as a critical element of our executive compensation program. We provide long-term equity incentive compensation opportunities to help align the interests of our executive officers, including our NEOs, with the interests of our long-term stockholders. We believe that equity awards encourage long-term focus and decision-making that is consistent with our mission and strategic goals. Our NEOs generally receive annual equity awards. In addition, typically, we grant equity awards to newly-hired executive officers, in connection with promotions, as a reward for superior performance, and/or for retention purposes. Generally, when determining the type and size of an award, our Compensation Committee seeks to be competitive with the companies in our executive compensation peer group, but our Compensation Committee did not target a specific percentile of our peer group in 2024. We continue to provide a mix of PSUs and RSUs as long-term incentives for our NEOs. In 2024: •Our CEO received a mix of PSUs (50%) and RSUs (50%). •Our other NEOs received a mix of RSUs (70%) and PSUs (30%). PSUs granted to the NEOs in 2024 are earned based on continued service and performance with respect to four equally-weighted metrics selected by our Compensation Committee, described below:

  56. Annual Cash Incentive Program

    | Performance Metric | What it Measures | | GMS (25%) | The dollar value of items sold in our marketplaces, excluding shipping fees and net of refunds, within the applicable period. | | Revenue (25%) | Our revenue (determined on a consolidated basis) reported in Etsy's audited financial statements. | | Adjusted EBITDA Margin (25%) | Etsy’s profitability from our operations that is calculated by dividing consolidated Adjusted EBITDA by consolidated revenue and expressed as a percentage. | | Relative TSR (25%) | Our stock price performance, reflecting returns to our stockholders relative to our Nasdaq Composite constituents. |

  57. Annual Cash Incentive Program

    Our Compensation Committee selected these as they are key metrics that investors focus on when evaluating Etsy’s performance: •GMS because it believes that it is an indicator of the success of Etsy sellers, the satisfaction of Etsy buyers, the health of our marketplaces, and the scale and growth of our business, and, therefore, is one of our key performance measures. •Revenue and Adjusted EBITDA margin because it believes these measures provide a balance between top line and bottom line growth, generating revenue, and managing our expenses, thereby directly influencing the creation of long-term value for our stockholders. See “Non-GAAP Financial Measures” in this proxy statement for a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, and the calculation of Adjusted EBITDA margin. •Relative TSR because it directly aligns the interests of our executive officers with those of our stockholders. For the PSUs granted in 2024, our Compensation Committee approved a two-year performance period for the GMS, revenue, and Adjusted EBITDA margin metrics and a three-year performance period for the relative TSR metric. We do not disclose forward-looking targets for our PSUs as the disclosure would likely result in competitive harm and be detrimental to our operating performance. However, at the completion of the performance period for each PSU metric, we have disclosed the performance goals and payouts for previously granted PSUs and intend to continue to do so.

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  59. Annual Cash Incentive Program

    2024 Target Long-Term Incentive Opportunities In 2024, our Compensation Committee approved the value of the long-term incentive opportunities granted to Mr. Silverman, Ms. Glaser, Ms. Kumar, Ms. Moskowitz, and Mr. Stretch. This determination followed the Compensation Committee's review and consideration of competitive market data analysis prepared by Compensia and reflected competitive market conditions, the potential retentive value of their unvested equity awards, as well as the desire to retain Etsy's management team. As described above, the 2024 target long-term incentive equity awards consisted of 50% PSUs and 50% RSUs for Mr. Silverman, and 70% RSUs and 30% PSUs for each other NEO. For most of our NEOs, the grant value of the 2024 target long-term incentive award was flat as compared to 2023. The Compensation Committee approved an increase in the 2024 long-term incentive award grant value for Ms. Moskowitz due to her expanded role as Chief Operating and Marketing Officer (previously, Chief Operating Officer). The Compensation Committee approved a reduction in the 2024 long-term incentive award value for Mr. Silverman as compared to 2023 in light of reductions in equity award values across Etsy. The following long-term incentive compensation equity awards were granted to our NEOs in 2024.

  60. Annual Cash Incentive Program

    | Named Executive Officer | 2024 Long -Term Incentive Award (Granted Value)(1) | PSUs Granted (#)(2) | RSUs Granted (#)(3) | | Josh Silverman | $17,000,000 | 116,838 | 116,838 | | Rachel Glaser | $8,500,000 | 35,051 | 81,786 | | Rachana Kumar | $7,000,000 | 28,865 | 67,353 | | Raina Moskowitz | $7,500,000 | 30,927 | 72,164 | | Colin Stretch | $7,000,000 | 28,865 | 67,353 |

  61. Annual Cash Incentive Program

    (1)Reflects grant values as approved by our Compensation Committee. Pursuant to our Equity Grant Policy, to mitigate the impact of any short-term stock price volatility, the target number of PSUs and number of RSUs subject to an award was determined by dividing the aggregate granted value of the award by the average closing market price of our common stock on Nasdaq (rounded to the nearest hundredth) for the 30 trading days immediately prior to and including the date of grant, which was $72.75. The dollar value in this column will vary from the value of awards as reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table, which are required to be computed in accordance with FASB ASC Topic 718, based on the closing market price of our common stock on Nasdaq on the grant date and the probable outcome of the applicable performance conditions for the PSUs based on GMS, revenue, and Adjusted EBITDA margin, and using a Monte-Carlo simulation model for the PSUs based on relative TSR. (2)The target number of shares to be earned under the PSUs based on GMS, revenue, and Adjusted EBITDA margin objectives will be based on our actual level of performance achieved during a two-year performance period from January 1, 2024 through December 31, 2025 and for the PSUs based on relative TSR will be based on a three-year performance period from January 1, 2024 through December 31, 2026. 50% of the PSUs earned based on achievement of the GMS, revenue, and Adjusted EBITDA margin performance conditions for the two-year performance period will vest on each of April 1, 2026, and April 1, 2027, subject to continued service through the applicable vesting dates. 100% of the PSUs earned based on relative TSR for the three-year performance period will vest on April 1, 2027, subject to continued service through that date. The number of shares that may be earned will range from 0% to 200% of the target number of PSUs specified in the above table. (3)The RSUs granted in 2024 vest in 16 equal quarterly installments beginning on July 1, 2024. Long-Term Incentives Earned from 2022 and 2023 PSU Awards 2022 PSU Awards In 2022, our Compensation Committee granted PSUs to Mr. Silverman, Ms. Glaser, and Ms. Moskowitz with four equally weighted performance metrics: GMS; revenue; Adjusted EBITDA; and relative TSR. The GMS, revenue, and Adjusted EBITDA performance metrics were tied to a one-year performance period ended December 31, 2022. The achievement of those metrics was previously disclosed in our 2023 proxy statement and are included in the below table for ease of reference. For the relative TSR metric, our Compensation Committee approved a performance target based on our relative TSR performance during the three-year performance period ended December 31, 2024. Our relative TSR performance, as approved by our Compensation Committee in early 2025, resulted in the payout described in the below table:

  62. Annual Cash Incentive Program

    | Performance Measure | Weighting | Threshold Performance Level | Target Performance Level | Stretch Performance Level | Actual Performance | Weighted Resulting Payout % | | | | (dollars in millions) | | | | | | GMS | 25% | $14,203 | $15,781 | $17,359 | $13,318 | —% | | Revenue | 25% | $2,562 | $2,847 | $3,132 | $2,566 | 12.7% | | Adjusted EBITDA | 25% | $610 | $797 | $1,009 | $717 | 19.6% | | Relative TSR | 25% | 25th %ile | 55th %ile | 85th %ile | 33rd %ile | 15.7% | | | | | | | Total | 48% |

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  64. Annual Cash Incentive Program

    In March 2025, our Compensation Committee determined our actual performance relative to the relative TSR performance objectives resulted in a weighted payout of 15.7%, and combined with the previously approved payout on the GMS, revenue, and Adjusted EBITDA performance metrics, the 2022 PSUs in aggregate resulted in 48% of the PSUs granted being earned as shown in the above table. This resulted in the following number of PSUs earned by our NEOs from the 2022 PSU awards:

  65. Annual Cash Incentive Program

    | Named Executive Officer(1) | 2022 PSUs Granted at Target | 2022 PSUs Earned based on GMS, Revenue, and Adjusted EBITDA Performance Objectives | 2022 PSUs Earned based on Relative TSR Performance Objectives | Total 2022 PSUs Earned Based on Performance Objectives (#)(2) | | Josh Silverman | 57,516 | 18,592 | 9,054 | 27,646 | | Rachel Glaser | 17,255 | 5,578 | 2,716 | 8,294 |

  66. Annual Cash Incentive Program

    (1)Ms. Kumar and Mr. Stretch were not Executive Team members in 2022 and thus did not receive 2022 PSU awards. Ms. Moskowitz's 2022 PSU awards that were unearned and unvested were forfeited upon her departure. (2)The PSUs based on GMS, revenue, and Adjusted EBITDA objectives were earned based on the one-year performance period ended December 31, 2022 and vested in one-third increments on April 1, 2023, April 1, 2024, and April 1, 2025. The PSUs based on relative TSR were earned based on a three-year performance period ended December 31, 2024 and vested in full on April 1, 2025. 2023 PSU Awards In 2023, our Compensation Committee granted PSUs to Mr. Silverman, Ms. Glaser, Ms. Kumar, Mr. Stretch, and Ms. Moskowitz with four equally weighted performance metrics: GMS; revenue; Adjusted EBITDA margin; and relative TSR. The GMS, revenue, and Adjusted EBITDA margin performance metrics were tied to a two-year performance period ended December 31, 2024. For the relative TSR metric, our Compensation Committee approved a performance target based on our relative TSR performance during the three-year performance period ending December 31, 2025. The achievement of the PSUs based on GMS, revenue, and Adjusted EBITDA margin, as approved by our Compensation Committee in early 2025, resulted in the payout described in the below table. 50% of the earned PSUs vested on April 1, 2025, and the remaining 50% will vest on April 1, 2026.

  67. Annual Cash Incentive Program

    | Performance Measure | Weighting(1) | Threshold Performance Level | Target Performance Level | Stretch Performance Level | Actual Performance | Weighted Resulting Payout %(1) | | | | (dollars in millions) | | | | | | GMS | 25% | $24,420 | $27,452 | $30,483 | $25,748 | 18.0% | | Revenue | 25% | $4,930 | $5,542 | $6,154 | $5,557 | 25.6% | | Adjusted EBITDA Margin | 25% | 24.8% | 26.3% | 27.4% | 27.6% | 50.0% | | | | | | | | 93.6% |

  68. Annual Cash Incentive Program

    (1)The amount shown is reflective of the percentage of PSUs earned from GMS, revenue, and Adjusted EBITDA margin, which comprise 75% of the 2023 PSU award metrics. The remaining 25% of the 2023 PSU awards is based on relative TSR through December 31, 2025, for which the performance period is still underway. In March 2025, our Compensation Committee determined our actual performance relative to the GMS, revenue, and Adjusted EBITDA margin performance objectives resulted in 93.6% of the PSUs for which the performance period was complete being earned as shown in the above table. This resulted in the following number of PSUs earned by our NEOs.

  69. Annual Cash Incentive Program

    | Named Executive Officer(1) | 2023 PSUs Granted at Target(2) | 2023 PSUs Earned based on Performance Objectives where Performance Period is Complete(3)(4) | 2023 PSUs for which Performance Period is Not Complete(3)(5) | | Josh Silverman | 69,235 | 64,786 | 17,309 | | Rachel Glaser | 20,177 | 18,879 | 5,045 | | Rachana Kumar | 16,616 | 15,547 | 4,154 | | Colin Stretch | 16,616 | 15,547 | 4,154 |

  70. Annual Cash Incentive Program

    (1)Ms. Moskowitz's 2023 PSU award that was unearned and unvested were forfeited upon her departure.

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  72. Annual Cash Incentive Program

    (2)The number of shares earned under the PSUs was based on our actual level of performance achieved during the performance period from January 1, 2023 to December 31, 2024 for PSUs based on GMS, revenue, and Adjusted EBITDA objectives and will be based on a three-year performance period from January 1, 2023 to December 31, 2025 for PSUs based on relative TSR. The number of shares that may be earned ranges from 0% to 200% of the target number of PSUs specified in the above table, generally subject to continued service through the applicable vesting dates. (3)Ms. Glaser's 2023 PSU award is eligible to vest in connection with her retirement; the 2023 PSUs based on the financial performance metrics for the period completed prior to her retirement on April 1, 2025 will vest on the applicable dates set forth in the award agreement and the PSUs based on relative TSR (for which the performance period was not complete as of her retirement date) will be eligible to vest based on actual performance through the end of the applicable performance period, prorated based on the number of days in service during the performance period. For more information see "Retirement Eligibility Provisions in Our Equity Awards." Ms. Kumar's 2023 PSU award is governed by the terms of her letter agreement, which provides for Qualifying Termination (as defined in our executive severance plan) treatment for the purpose of any PSUs that are outstanding as of her separation date in accordance with the terms of the award agreement. Ms. Kumar's 2023 relative TSR PSUs will vest based on the number of days in service during the performance period. (4)As described above, 93.6% of the 2023 PSUs based on GMS, revenue, and Adjusted EBITDA margin objectives were earned based on the two-year performance period ended December 31, 2024. 50% of the earned PSUs vested on April 1, 2025, and 50% will vest on April 1, 2026, generally subject to continued service through each vesting date. (5)These PSUs may be earned if target performance relating to relative TSR is achieved. The number of shares that may be earned will range from 0% to 200% of the target number of PSUs specified in the table, generally subject to continued service through the vesting date. 2025 Target Long-Term Incentive Opportunities In response to favorable feedback from our stockholders regarding the general inclusion of PSUs in our executive compensation program, our Compensation Committee retained PSUs as part of our 2025 equity awards. Beginning in 2025, in response to stockholder feedback, the PSUs based on GMS, revenue and Adjusted EBITDA margin performance metrics are being extended to a three-year performance period, and the PSUs based on relative TSR will continue to use a three-year period, such that all metrics in our PSUs will have a three-year performance period. For 2025, our Compensation Committee approved a similar mix of PSUs and RSUs, as we believe that the mix of RSUs and PSUs granted to our NEOs other than our CEO balances alignment of pay for performance and stockholder interests with retention of our Executive Team as we work to execute on foundational improvements to the Etsy marketplace.

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  74. Annual Cash Incentive Program

    How We Determine Executive Compensation Role of our Compensation Committee Our Compensation Committee discharges the responsibilities of our Board relating to the compensation of our executive officers, including our NEOs. Specifically, our Compensation Committee: •Is responsible for executive compensation decisions, including reviewing, evaluating, and approving the compensation arrangements, plans, policies, and practices for our CEO and, in consultation with our CEO, our other executive officers (including our NEOs), and overseeing and administering our incentive compensation plans, provided that it may delegate to a subcommittee of two or more directors the authority to grant equity awards under our equity plans, or delegate to two or more officers or directors the authority to grant equity awards to employees who are not senior officers; •Oversees risk management of our compensation programs, policies, and practices, including an annual review of our programs to ensure that they are not reasonably likely to incentivize employee behavior that would result in any material adverse risk to us; and •Has sole authority to continue or terminate its relationship with outside advisors, including its compensation consultant, and retain additional outside advisors. Role of Chief Executive Officer and Management Management assists our Compensation Committee by providing information on corporate and individual performance and management’s perspective on compensation matters. Our Compensation Committee solicits and reviews our CEO’s recommendations with respect to the compensation of our Executive Team members (other than himself), based on his consideration of relevant market data, roles and responsibilities, and individual performance. Our Compensation Committee reviews and discusses these recommendations with our CEO and considers them as one factor in approving the compensation for our executive officers, including our NEOs. Our CEO recuses himself from all discussions and recommendations regarding his own compensation and is not present when his compensation is determined. Role of the Compensation Consultant Our Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions made as part of its annual executive compensation review. Our Compensation Committee has engaged Compensia as its compensation consultant since 2014 to advise on executive compensation matters, provide information on competitive market pay practices for senior executives, and supply data analysis and recommendations for the selection of our executive compensation peer group. For 2024, Compensia’s engagement included: •the review and analysis of the compensation for our senior officers, including our NEOs, as well as an analysis of our severance and change in control arrangements, the mix of compensation elements provided, and the terms included in our forms of equity compensation award agreements; •the research, review, and updating of our executive compensation peer group; •an assessment of our equity usage and burn rate compared to our peers; •the review and analysis of non-employee director compensation compared to market practices; •summarizing market trends and regulatory and governance updates; •the review of and input on compensation-related disclosures, including the Compensation Discussion and Analysis section of our proxy statement; •support in assessing the risk profile of our compensation policies and practices; •attendance at Compensation Committee meetings as requested; and •support on other ad hoc matters throughout the year. Compensia reports directly to our Compensation Committee. In 2024, Compensia did not provide any other services to Etsy. Our Compensation Committee evaluates Compensia’s independence annually and has determined that under the applicable SEC rules and Nasdaq listing standards its relationship with Compensia and the work of Compensia on behalf of our Compensation Committee have not raised any conflict of interest.

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    Factors Considered When Determining Executive Compensation When approving each compensation element and the target total direct compensation opportunity for our Executive Team members, including our NEOs, our Compensation Committee considers a variety of factors that provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Executive Team member. No single method or factor is determinative in setting pay levels for our Executive Team members. Rather, our Compensation Committee’s determination of the target total direct compensation, fixed, and “at-risk” pay opportunities was an individualized decision for each Executive Team member, including each NEO.

  77. Annual Cash Incentive Program

    | Scope & Impact of Role | Individual & Company Performance | Market Analysis | | Each Executive Team member’s skills, experience, and qualifications relative to similarly-situated executives at our peer companies. | Our Company performance against financial and operational objectives established by our Compensation Committee and our Board. | The positioning of each Executive Team member’s compensation in a ranking of peer company compensation levels, or in comparison to a compensation database where there are insufficient data points in our compensation peer group. | | Our CEO’s recommendations (other than for himself) considering performance, a competitive market analysis, and relative compensation across the Executive Team members. | Each Executive Team member’s performance, based on an assessment of his or her contribution to our overall Company performance, the achievement of his or her individual goals, and his or her ability to lead and motivate teams. | The compensation practices of our executive compensation peer group, and the scope of each Executive Team member’s role compared to similarly-situated executives at our peer companies. |

  78. Annual Cash Incentive Program

    Competitive Positioning Competitive compensation data is one of several factors that our Compensation Committee considers in making its decisions with respect to the compensation of our Executive Team, including our NEOs. Specifically, our Compensation Committee considers compensation data in our competitive market for executive talent, particularly the compensation levels and practices of a group of peer companies (the “Compensation Peer Group”), as determined annually by our Compensation Committee. Our Compensation Peer Group comprises companies in the consumer discretionary, consumer staples, and information technology industries that are generally similar to us in terms of revenue and market capitalization. Our Compensation Committee reviews our Compensation Peer Group at least annually and adjusts its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the Compensation Peer Group. Specifically, in determining the Compensation Peer Group for 2024, our Compensation Committee considered whether a company was: •in a similar industry, focusing on companies in the consumer discretionary, consumer staples, and information technology industries, and with a preference for companies with business models focusing on peer-to-peer commerce, transaction- or subscription-based revenue models, services and/or e-commerce, and software as a service); •generally within a range of 0.5x to 2.0x of our revenue for the preceding four quarters at the time of analysis; and •generally within a range of 0.33x to 3.0x of our 30-day average market capitalization at the time of analysis. Based on these criteria and after considering guidance from Compensia, in December 2023, our Compensation Committee approved adjustments to our Compensation Peer Group to remove Shopify and The Trade Desk and to add IAC and Yelp, based on the criteria described above. This resulted in the following Compensation Peer Group for 2024 for the compensation for Executive Team, including our NEOs:

  79. Annual Cash Incentive Program

    | ANGI Homeservices (ANGI) DocuSign (DOCU) DoorDash (DASH) Dropbox (DBX) eBay (EBAY) | GoDaddy (GDDY) HubSpot (HUBS) IAC (IAC) Match Group (MTCH) Okta (OKTA) | Peloton Interactive (PTON) Pinterest (PINS) RingCentral (RNG) Roblox (RBLX) Snap (SNAP) | Tripadvisor (TRIP) Twilio (TWLO) Wayfair (W) Yelp (YELP) Zillow Group (Z) |

  80. Annual Cash Incentive Program

    Further, our Compensation Committee uses data drawn from our Compensation Peer Group, as well as data from the Radford Global Compensation Database for positions where there are insufficient data points in the Compensation Peer Group data, to evaluate the competitive market when making executive compensation determinations, including base salary, target annual cash incentive opportunities, and long-term incentive compensation opportunities in the form of equity awards. In December 2024, our Compensation Committee approved updates to the Compensation Peer Group for 2025 to remove DoorDash and Roblox, based on the above-described criteria.

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  82. Annual Cash Incentive Program

    Other Benefits We believe the best work comes from happy employees. We offer all our employees a robust benefit package designed to support employee retention and engagement. Health & Wellness We provide health and wellness benefits to our executive officers, including our NEOs, on the same basis as these benefits are provided to our other eligible employees, including health, dental, fitness, vision, life, and disability insurance benefits. Etsy is also recognized for leading in gender-neutral paid parental leave, adoption assistance, family planning benefits, and back up childcare programs. 401(k) Plan Like our other U.S. employees, our NEOs may participate in our 401(k) Plan. Etsy matches 50% of the first 6% of each participating employee’s contributions under our 401(k) Plan. Perquisites and Other Personal Benefits Perquisites, beyond those that are available to employees generally, represent a small part of our executive compensation program. From time to time, however, we may provide perquisites or other personal benefits that our Compensation Committee has determined are reasonable yet competitive to attract and retain our executive officers, including our NEOs. Perquisites in 2024 consisted of security services for Mr. Silverman and the rest of the NEOs. In addition, Ms. Glaser and Mr. Stretch each received a monthly stipend for travel from Los Angeles and Washington, D.C., respectively. For more information regarding the perquisites or other personal benefits that our NEOs received during 2024, see the column titled “All Other Compensation” of the 2024 Summary Compensation Table and the accompanying footnotes. Post-Employment Compensation Arrangements We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executive officers and we maintain an executive severance plan for that purpose. Maintaining competitive severance and change in control arrangements helps assure our executive officers that their severance payments and benefits are comparable to those of other executive officers with similar levels of responsibility and tenure. We also believe that the executive severance plan serves as an incentive for our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a transaction that may involve a change in control of the company, which helps preserve our value and the potential benefit to be received by our stockholders in such a transaction. In addition, the executive severance plan and the retirement provisions in our equity awards are intended to reduce the need to extensively negotiate post-employment compensation arrangements on a case-by-case basis and to help mitigate potential employer liability. For example, executive severance plan participants are required to sign a separation and release agreement (including a release in favor of Etsy) as a condition to receiving post-employment compensation payments or benefits. See “Executive Compensation Tables – Potential Payments Upon Termination or Change of Control” below for additional information. Retirement Eligibility Provisions in Our Equity Awards In March 2023, our Compensation Committee approved the addition of Qualifying Retirement provisions to our RSU and PSU awards, which were effective for awards granted on or after March 15, 2023. A "Qualifying Retirement" is defined as the voluntary termination from service on or after the first anniversary of the date the RSUs or PSUs were granted if the employee's combined age and years of service exceeds 70. Upon a Qualifying Retirement, RSUs will continue to vest pursuant to the original vesting schedule set forth in the applicable RSU award agreement(s). In the case of PSUs granted on or after March 15, 2023, if a Qualifying Retirement occurs prior to the end of the applicable performance period, then a portion of the PSUs (if any) that was determined by the Compensation Committee to be eligible to vest based on actual performance through the end of the applicable performance period, prorated based on the number of days the employee was in service during the performance period through the date of such Qualifying Retirement, will vest on the applicable vesting date(s) set forth in the applicable award agreement(s). If the Qualifying Retirement occurs on or after the end of the applicable performance period but prior to a PSU vesting date, the portion of the PSUs that was determined by the Compensation Committee to be eligible to vest based on actual performance through the end of the performance period, without proration, will vest on the applicable vesting date(s).

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  84. Annual Cash Incentive Program

    Ms. Glaser's Retirement As previously disclosed, on July 25, 2024, Ms. Glaser notified Etsy of her decision to retire. On July 31, 2024, Ms. Glaser and Etsy entered into a letter agreement governing the terms of her remaining period of service to Etsy. Pursuant to her letter agreement, Ms. Glaser received her base salary through April 1, 2025, remained eligible to participate in the annual cash incentive program for 2024, and continued vesting of her outstanding equity awards in accordance with their terms, which includes the retirement provisions for RSU and PSU awards granted on or after March 15, 2023. In exchange for advisory services through June 30, 2025 and a general release of all claims in favor of Etsy, beginning April 1, 2025, Ms. Glaser will receive an advisory fee equal to $27,000 per month through June 30, 2025, continuation of coverage under Etsy’s group healthcare plans through October 31, 2025, and any stock options vested and outstanding on her retirement date will remain exercisable until the earlier of October 1, 2026 or the original stock option expiration dates. Other Named Executive Officer Transitions As previously disclosed, on December 5, 2024, Etsy announced that Ms. Kumar would cease to serve as Chief Technology Officer effective December 31, 2024. Ms. Kumar is currently serving in an advisory capacity, which may extend through June 30, 2025. On December 4, 2024, Ms. Kumar and Etsy entered into a letter agreement governing the terms of her departure and advisory period. Pursuant to her letter agreement, Ms. Kumar will continue to receive her base salary and health care coverage during the advisory period and her equity will continue to vest. She also remained eligible to participate in the annual cash incentive program for 2024 and 2025. Following the advisory period, Ms. Kumar will receive compensation and benefits consistent with a Qualifying Termination under our executive severance plan, as well as payment for her earned, but unused, sabbatical and continuing tax preparation and audit support related to her earlier secondment at Etsy’s request in Mexico. In return for these benefits, Ms. Kumar will provide a customary general release and waiver of claims. Also as previously disclosed, on December 2, 2024, Ms. Moskowitz informed Etsy of her decision to resign from her position as Chief Operating and Marketing Officer to pursue a role outside of Etsy. On December 2, 2024, Ms. Moskowitz and Etsy entered into a letter agreement governing the terms of her remaining period of service to Etsy and her departure. Pursuant to her letter agreement, Ms. Moskowitz received a bonus of $100,000 in exchange for staying in her role through January 3, 2025 and remaining available to consult on the transition through March 31, 2025. As noted above, Ms. Moskowitz forfeited her outstanding incentive compensation awards upon her departure date, including her 2024 annual cash incentive program award and all unearned and unvested RSUs and PSUs. Other Compensation Policies and Practices Equity Awards Grant Policy We maintain a formal equity awards grant policy, which has been adopted by our Compensation Committee. Our Equity Awards Grant Policy provides: •Our Board, our Compensation Committee, or a subcommittee of two or more directors must approve all equity awards granted to senior officers. Our Compensation Committee may also delegate its authority to grant awards to employees other than senior officers to two or more officers or directors, as our Compensation Committee deems appropriate. •Unless otherwise approved by our Board or our Compensation Committee, equity awards are granted on pre-established dates as follows: •For newly-hired and promoted employees, awards are effective on the first business day of the month immediately following the month in which a newly-hired employee’s employment commences or a promoted employee’s promotion occurs (or, if that day is not a trading day, on the following trading day). •Annual equity awards granted to our employees, including our executive officers, are effective as of March 15th of each year (or, if that day is not a trading day, on the following trading day). •In order to mitigate the impact of any short-term stock price volatility on the number of stock units granted, the number of stock units in a RSU or PSU award is based on the aggregate dollar value of the award divided by the average closing market price of our common stock on Nasdaq (rounded to the nearest hundredth) for the 30 trading days immediately prior to and including the date of grant, or based on such other methodology as our Compensation Committee may determine in its sole discretion. As a result, the grant date fair value of the awards, computed in accordance with FASB ASC Topic 718 and presented in the Summary Compensation Table and Grants of Plan-Based Awards Table, may be lower or higher than the equity compensation value approved by our Compensation Committee.

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  86. Annual Cash Incentive Program

    Timing of Option Grants We have not granted stock options to any named executive officer since 2021. See above under the heading, “Director Compensation—Compensation Program for Non-Employee Directors” for a discussion of the timing of stock option grants made to our Board Chair. We do not grant option awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information based on option award grant dates or for the purpose of affecting the value of executive or director compensation. Stock Ownership Guidelines To support continued alignment of the interests of our non-employee directors and executive officers with the interests of our stockholders, our stock ownership guidelines require our executive officers and the non-employee members of our Board to own a minimum number of shares of our common stock. Under our guidelines, these individuals are required to hold shares of our common stock equivalent in value to a multiple of their base salaries or a minimum dollar amount or to hold a minimum number of shares as set forth below:

  87. Annual Cash Incentive Program

    | Individual Subject to Ownership Guidelines | Minimum Required Level of Stock Ownership | | Chief Executive Officer | Lesser of six times base salary or 37,800 shares | | Other Executive Officers | Lesser of one times base salary or 4,400 shares | | Non-Employee Members of our Board | Lesser of $150,000 or 1,500 shares |

  88. Annual Cash Incentive Program

    The ownership level specified by the guidelines must be achieved by each non-employee director and executive officer by the end of the calendar year that is five years after April 12, 2022 (the date the guidelines were adopted), or, if later, within five years of first becoming one of our directors or executive officers (or being promoted to chief executive officer), measured as of the last day of the applicable fiscal year (the “measurement date”). For the executive officers, the required ownership level is calculated using the executive officer’s annual base salary as of January 1 of the year of the measurement date. The following shares of our common stock count toward compliance with the guidelines: •shares owned outright by the director or executive officer or by members of his or her immediate family; •shares held in a trust for the benefit of the director or executive officer and/or members of his or her immediate family; and •vested RSUs, including vested PSUs, net of the estimated number of shares needed to pay the minimum tax withholding for those vested units. Unvested RSUs and unexercised stock options (whether or not vested) do not count toward director or executive officers’ compliance with the guidelines. These shares are valued at the average daily closing price per share of our common stock during the 90-trading day period ending 30 days prior to the measurement date. If the guidelines have not been met by the initial compliance date, the executive officers are required to retain 50% of any shares acquired under any equity award granted by Etsy (net of any shares sold or withheld to pay any applicable exercise price or satisfy any employment or income taxes related to the equity awards) until the stock ownership guidelines are met. The ownership levels of our named executive officers and non-employee directors as of April 1, 2025 are set forth under the heading “Security Ownership of Certain Beneficial Owners, Directors, and Management.” Clawback Policy We maintain a clawback policy consistent with SEC rules and Nasdaq listing standards. The policy provides for the recoupment of certain incentive compensation from current or former executive officers in the event of a financial restatement, as defined in the policy. A copy of the policy is filed as Exhibit 97 to our Form 10-K.

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  90. Annual Cash Incentive Program

    Insider Trading Policy; Policy Prohibiting Hedging and Pledging We maintain an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by all our directors, officers, and employees, and certain consultants, agents and independent contractors of Etsy and its subsidiaries. In addition, with regard to trading in our own securities, we comply with the federal securities laws and the applicable exchange listing requirements. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Form 10-K. Under our Insider Trading Policy, our employees, including our executive officers, and the non-employee members of our Board are prohibited from engaging in short sales, hedging or similar transactions, or derivatives trading involving our equity securities. Similarly, under our Insider Trading Policy, our employees, including our executive officers, and the non-employee members of our Board are prohibited from pledging our equity securities or using such securities as collateral for a loan. Compensation and Risk Management Our Compensation Committee, Compensia, and our management team each play a role in evaluating and mitigating potential risks associated with our compensation program, practices, and policies. Our Compensation Committee, with input and support from Compensia and management, has performed a compensation risk assessment. In particular, this assessment considered compensation program attributes that help to mitigate risk, including, for example: •the mix of cash and equity compensation; •a balance of short and long-term incentive plan designs with multiple performance measures that emphasize top and bottom-line performance; •our formal policies for equity administration; •our insider trading policy, which prohibits short sales, hedging or similar transactions, derivatives trading and pledging and using our securities as collateral; •our Clawback Policy; •our stock ownership guidelines; and •the oversight of an independent Compensation Committee. Based on this assessment, our Compensation Committee concluded that our compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse effect on Etsy. Tax and Accounting Considerations Deductibility of Executive Compensation Under Section 162(m) of the Internal Revenue Code, compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our executive officers in a manner consistent with the goals of our executive compensation program and the best interests of Etsy and our stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). Taxation of Non-Qualified Deferred Compensation Generally, Section 409A of the Internal Revenue 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 Our Compensation Committee considers the accounting treatment of the various elements of our executive compensation program. We follow the FASB ASC Topic 718 for our stock-based compensation awards. FASB 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 and director compensation tables in this proxy statement, even though the recipient of the awards may never realize any value from the awards.

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  92. Annual Cash Incentive Program

    Compensation Committee Report Our Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis section of Etsy’s Proxy Statement for the 2025 Annual Meeting of Stockholders. Based on this review and discussion, our Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in Etsy’s 2025 Proxy Statement and incorporated into Etsy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Respectfully submitted by: Melissa Reiff (Chair) C. Andrew Ballard Jonathan D. Klein David Rosenblatt

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  94. Annual Cash Incentive Program

    Executive Compensation Tables Summary Compensation Table The following table provides information regarding the compensation of our NEOs as of December 31, 2024, 2023, and 2022 in accordance with SEC rules.

  95. Annual Cash Incentive Program

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Josh Silverman Chief Executive Officer | 2024 | 660,000 | — | 16,574,365 | 649,440 | 72,756 | 17,956,561 | | | 2023 | 652,603 | — | 15,483,730 | 396,000 | 44,771 | 16,577,104 | | | 2022 | 622,500 | — | 15,410,262 | 416,000 | 12,745 | 16,461,507 | | Rachel Glaser(6) Former Chief Financial Officer | 2024 | 536,270 | | 8,068,880 | 408,240 | 120,350 | 9,133,740 | | | 2023 | 512,671 | — | 7,330,247 | 354,000 | 84,900 | 8,281,818 | | | 2022 | 468,750 | — | 7,498,440 | 263,000 | 54,150 | 8,284,340 | | Rachana Kumar(7) Former Chief Technology Officer | 2024 | 471,270 | | 6,644,960 | 319,200 | 30,047 | 7,465,477 | | | 2023 | 455,069 | — | 7,104,604 | 276,000 | 276,050 | 8,111,723 | | Raina Moskowitz(8) Former Chief Operating and Marketing Officer | 2024 | 493,784 | — | 7,119,563 | — | 15,350 | 7,628,697 | | | 2023 | 462,671 | — | 6,036,517 | 285,000 | 35,665 | 6,819,853 | | | 2022 | 416,250 | — | 5,623,794 | 219,000 | 9,150 | 6,268,194 | | Colin Stretch Chief Legal Officer and Corporate Secretary | 2024 | 471,270 | | 6,644,960 | 279,300 | 118,569 | 7,514,099 | | | 2023 | 404,548 | 150,000 | 6,292,980 | 212,000 | 87,600 | 7,147,128 |

  96. Changes for 2025

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(1)(2) | Average Summary Compensation Table Total for Other NEOs ($)(3)(4) | Average Compensation Actually Paid to Other NEOs ($)(2)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (loss) ($ in millions)(6) | Revenue ($ in millions)(7) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2024 | 17,956,561 | 3,664,112 | 7,935,503 | 3,245,043 | 119.39 | 180.53 | 303 | 2,808 | | 2023 | 16,577,104 | 5,868,843 | 7,590,131 | 3,947,292 | 182.96 | 146.96 | 308 | 2,748 | | 2022 | 16,461,507 | (15,823,299) | 7,261,266 | (4,534,407) | 270.38 | 118.03 | (694) | 2,566 | | 2021 | 40,584,292 | 52,367,686 | 5,850,887 | 11,909,053 | 494.22 | 148.30 | 494 | 2,329 | | 2020 | 1,934,307 | 102,473,221 | 3,496,282 | 28,464,462 | 401.60 | 118.87 | 349 | 1,726 |

  97. Changes for 2025

    | Adjustments to Determine CEO Compensation Actually Paid | 2024 | | Summary Compensation Table (SCT) amount | 17,956,561 | | Less Amounts Reported under “Stock Awards” Column in SCT for the Covered Year | (16,574,365) | | Plus Year-end Fair Value of Stock Awards and Options Awards Granted during Covered Year that Remain Unvested as of Year-end | 10,344,618 | | Plus Fair Value on Vesting of Awards Granted during Covered Year that Vest during Covered Year | 798,182 | | Change (positive or negative) in Fair Value from Prior Year-end to Covered Year-end of Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | (7,284,454) | | Change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Covered Year that Vested during Covered Year | (1,576,430) | | TOTAL ADJUSTMENTS: | (14,292,449) | | TOTAL COMPENSATION ACTUALLY PAID: | 3,664,112 |

  98. Changes for 2025

    | Adjustments to Determine Average Other NEO Compensation Actually Paid | 2024 | | Summary Compensation Table (SCT) amount | 7,935,503 | | Less Amounts Reported under “Stock Awards” Column in SCT for the Covered Year | (7,119,591) | | Plus Year-end Fair Value of Stock Awards and Options Awards Granted during Covered Year that Remain Unvested as of Year-end | 4,410,150 | | Plus Fair Value on Vesting of Awards Granted during Covered Year that Vest during Covered Year | 493,000 | | Change (positive or negative) in Fair Value from Prior Year-end to Covered Year-end of Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | (1,929,782) | | Change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Covered Year that Vested during Covered Year | (544,237) | | TOTAL ADJUSTMENTS: | (4,690,460) | | TOTAL COMPENSATION ACTUALLY PAID: | 3,245,043 |

  99. Discussion of Compensation Actually Paid

    Discussion of Compensation Actually Paid As reflected in the tables above, changes in the market price of our common stock following the date of grant of an award can have a significant impact on the disclosure of “compensation actually paid” to our NEOs, as calculated pursuant to the SEC rules. Etsy grew significantly during 2020 as millions of buyers found Etsy for the first time, or discovered Etsy again. At the same time, Etsy’s stock price increased from $44.30 per share on December 31, 2019 to $177.91 per share on December 31, 2020, which significantly increased the intrinsic value of the options our CEO was granted in 2017. Further, the timing of equity awards may also unintentionally impact the “compensation actually paid” as calculated pursuant to the rule. Because of the structure of the front-loaded equity award that Mr. Silverman received when he became our CEO in 2017, he approached 2021 with almost no unvested equity. Mr. Silverman received a performance-based equity award in 2021 with an aggregate grant date value of $25 million which was intended to retain, incentivize, and motivate him for the next four years, drive Etsy's long-term growth, and promote the alignment of CEO compensation with long-term stockholder value creation. The “compensation actually paid” attributed to this award, as well as the remaining unvested 2017 options, also increased as a result of the continued strong performance of Etsy's stock price in 2021 and decreased in 2022 through 2024 as Etsy's stock price declined. To assist in understanding these changes in value, the following table shows the closing price for one share of our common stock as of the last trading day of the year preceding the initial Covered Year and each Covered Year:

  100. Discussion of Compensation Actually Paid

    | | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | | Closing Market Price of our Common Stock as of December 31 | $44.30 | $177.91 | $218.94 | $119.78 | $81.05 | $52.89 |

  101. Discussion of Compensation Actually Paid

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  102. Discussion of Compensation Actually Paid

    The graph below illustrates the total shareholder return on a fixed $100 investment made as of market close on December 31, 2019 in shares of Etsy common stock and in the Russell 1000 Index, our peer group. Etsy's stock price has experienced volatility during the five-year period illustrated below, with large gains during 2020 and 2021 as our business had significant growth during the pandemic, followed by price decreases as revenue growth slowed and GMS held roughly steady during 2022 and 2023 and declined in 2024. Set forth below are charts illustrating the relationship between (a) the compensation actually paid to our CEO and (b) the average compensation actually paid to our Other NEOs during each Covered Year and each of: •Etsy’s revenue for each Covered Year; •Etsy’s net income (loss)(1) for each Covered Year; and •Etsy’s cumulative TSR(2) each Covered Year.

  103. Discussion of Compensation Actually Paid

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  104. Discussion of Compensation Actually Paid

    (1)Net income (loss) is not a metric used by Etsy to determine executive compensation and therefore any relationship between compensation actually paid and net income (loss) is likely as a result of our including Adjusted EBITDA, a non-GAAP financial measure that represents our

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  106. Discussion of Compensation Actually Paid

    net income (loss) adjusted to exclude: stock-based compensation expense; depreciation and amortization; provision (benefit) for income taxes; interest and other non-operating income, net; foreign exchange (gain) loss; retroactive non-income tax expense; restructuring and other exit costs; acquisition, divestiture, and corporate structure-related expenses; asset impairment charges; and loss on sale of business, and Adjusted EBITDA margin (Adjusted EBITDA divided by revenue) as key metrics in our compensation program during the relevant period. For a reconciliation of net income to Adjusted EBITDA see “Non-GAAP Financial Measures.” (2)In 2021, we added relative TSR (a measure reflecting returns to our stockholders relative to the Nasdaq Composite constituents) over a three-year performance period to the mix of performance metrics used in our compensation program. The initial performance period expired at the end of 2023 and therefore is not a direct contributor to any correlation shown in the chart above for periods prior to 2023.