DEF 14A of Etsy Inc, Apr 17, 2026

DEF 14A of Etsy Inc

Filed Apr 17, 2026 · FY20250001370637-26-000026

Open on EDGAR

  1. Annual Meeting

    | Grants of Plan-Based Awards Table | | 64 | | Outstanding Equity Awards at Fiscal Year-End Table | | 66 | | Option Exercises and Stock Vested Table | | 68 | | Potential Payments Upon Termination or Change of Control | | 69 | | Pay Ratio Disclosure | | 72 | | Pay Versus Performance | | 73 | | | PROPOSAL 3 | 76 | | Ratification of the Appointment of Independent Registered Public Accounting Firm | | | | Fees and Services | | 76 | | Pre-Approval Policies and Procedures | | 77 | | Audit Committee Report | | 78 | | | PROPOSAL 4 | 79 | | Approve an Amendment to our 2024 Equity Incentive Plan | | | | Background | | 79 | | Why Our Board Supports This Proposal | | 80 | | Equity Compensation Plan Information | | 87 | | | PROPOSAL 5 | 88 | | Stockholder Proposal to Govern by Majority Vote | | | | Security Ownership of Certain Beneficial Owners, Directors, and Management | | 90 | | Certain Relationships and Related Person Transactions | | 92 | | Voting and Meeting Information | | 93 | | Additional Information | | 98 | | Non-GAAP Financial Measures | | 100 | | Appendix A - Amendment to our 2024 Equity Incentive Plan | | 101 |

  2. Annual Meeting

    | | | | | | C. Andrew Ballard Age: 53 Director Since: 2021 Class: I Committees: Compensation | Marla Blow Age: 55 Director Since: 2021 Class: III Committees: Risk Oversight (Chair) | Gary S. Briggs Age: 63 Director Since: 2018 Class: III Committees: Risk Oversight | M. Michele Burns Age: 68 Director Since: 2014 Class: II Committees: Audit; Nominating and Corporate Governance |

  3. Annual Meeting

    | | | | | | Kruti Patel Goyal Age: 49 Director Since: 2026 Class: I Committees: None | Melissa Reiff Age: 71 Director Since: 2015 Class: III Committees: Compensation (Chair) | David S. Rosenblatt Age: 58 Director Since: 2025 Class: III Committees: Compensation | Josh Silverman Executive Chair Age: 57 Director Since: 2016 Class: II Committees: None |

  4. Annual Meeting

    | | | | | Margaret M. Smyth Age: 62 Director Since: 2016 Class: I Committees: Audit (Chair); Risk Oversight | Marc Steinberg Age: 36 Director Since: 2024 Class: I Committees: Audit | Fred Wilson Lead Independent Director Age: 64 Director Since: 2007 Class: II Committees: Audit; Nominating and Corporate Governance (Chair) |

  5. Annual Meeting

    | M. Michele Burns | 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 at Stanford Center on Longevity at Stanford University since October 2019 and Center Fellow and Strategic Advisor from 2012 to October 2019 •Chief Executive Officer of Retirement Policy Center sponsored by Marsh & McLennan Companies, Inc. from 2011 to 2014 •Chairman and Chief Executive Officer of Mercer LLC, a human resources consulting firm, from 2006 to 2011 •Prior to that: Chief Financial Officer of Marsh and McLennan Companies, Inc., Chief Financial Officer and Chief Restructuring Officer of Mirant Corporation, Chief Financial Officer of 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) •Circle Internet Group, Inc. (since 2013; publicly traded since August 2025) •Goldman Sachs Group, Inc. (since 2011) •Cisco Systems, Inc. (2003 to 2023) •Walmart, Inc. (2003 to 2013) | | INDEPENDENT Audit Committee Nominating and Corporate Governance Committee Age: 68 Director since: 2014 | |

  6. Annual Meeting

    | Josh Silverman | Key Qualifications Josh Silverman brings to our Board his deep familiarity with our business through his tenure as our former 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 •Executive Chair of Etsy since January 2026 •Chief Executive Officer of Etsy from May 2017 to December 2025, and President of Etsy from May 2017 to December 2024 •Senior Operating Advisor at 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 of 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 •Instacart (Maplebear, Inc.) (since 2025) •Shake Shack Inc. (2016 to May 2026) | | Executive Chair Age: 57 Director since: 2016 | |

  7. Annual Meeting

    | Fred Wilson | 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 of Union Square Ventures, a venture capital firm, since 2003 •Chair of our Board from May 2017 to December 2025, having served as our Lead Independent Director from 2014 to 2017 and since January 2026 •Prior to that: Venture capitalist for over 30 years Other Public Company Directorships •Coinbase Global, Inc. (since January 2017; publicly traded since April 2021) Other Information •Director of various private companies in connection with his role at Union Square Ventures and in a personal capacity | | INDEPENDENT Lead Independent Director Audit Committee Nominating and Corporate Governance Committee (Chair) Age: 64 Director since: 2007 | |

  8. Annual Meeting

    | C. Andrew Ballard | 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 •Founder and Managing Partner of Figtree Partners, an investment firm focused on software and technology, since 2012 •Chief Executive Officer and Co-Founder of Wiser Solutions, Inc., a software and data company focused on brands and retailers, from 2012 to 2025 •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. (2015 to November 2025) Other Information •Director of private companies, including CrossFit, Bleeker Street, Datacor, Inc., and Zignal Labs | | INDEPENDENT Compensation Committee Age: 53 Director since: 2021 | |

  9. Annual Meeting

    | Marla Blow | 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 •Chief Executive Officer of Skoll Foundation, which invests in and supports social entrepreneurs, where she leads Skoll’s program work, grants, investments, and financial management, since June 2025, and President and Chief Operating Officer from April 2021 to May 2025 •Senior Vice President for Social Impact in North America of Mastercard Center for Inclusive Growth from October 2019 to March 2021 •Founder and Chief Executive Officer of 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 of Card and Payments Markets Group at the Consumer Financial Protection Bureau, and various positions in the credit card business at Capital One Other Information •Director of Square Financial Services, an independent banking subsidiary of Block Inc., formerly known as Square, Inc., and Betterment, Inc. | | INDEPENDENT Risk Oversight Committee (Chair) Age: 55 Director since: 2021 | |

  10. Annual Meeting

    | Gary S. Briggs | 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 for Marketing at OpenAI since June 2025 •Senior Advisor for Paid Media at Biden for President, from April 2024 to July 2024, and 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.) Other Information •Director of private companies Combe, Inc., Omaze, Inc., and Simplisafe, and director at not-for-profit Committee to Protect Journalists | | INDEPENDENT Risk Oversight Committee Age: 63 Director since: 2018 | |

  11. Annual Meeting

    | Kruti Patel Goyal | Key Qualifications Kruti Patel Goyal brings to our Board deep institutional knowledge gained through her role as our President and Chief Executive Officer, our former Chief Growth Officer and our former Chief Executive Officer of our Depop subsidiary, and her tenure in various leadership roles at Etsy. She has significant executive, operational, and strategic expertise, as well as a background in product development, marketing, trust and safety, and strategy. Professional Experience •Chief Executive Officer of Etsy since January 2026, and President since January 2025 •Chief Growth Officer of Etsy from January 2025 to December 2025 •Chief Executive Officer of our Depop subsidiary from September 2022 to March 2025 •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 held roles at Viacom, (RED), General Atlantic Partners, and Morgan Stanley. | | President and Chief Executive Officer Age: 49 Director since: 2026 | |

  12. Annual Meeting

    | Melissa Reiff | 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 of 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) | | INDEPENDENT Compensation Committee (Chair) Age: 71 Director since: 2015 | |

  13. Annual Meeting

    | David S. Rosenblatt | 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 of 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 2021) •IAC Holdings, Inc. (since 2008) •Twitter (now known as X Corp.) (2010 to October 2022) •Farfetch (2017 to 2023) •GSI Commerce (2010 to 2011) | | INDEPENDENT Compensation Committee Age: 58 Director since: 2025 | |

  14. Annual Meeting

    | Margaret M. Smyth | 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 NACD, a Certificate from the NYU Law – Nasdaq Center for Board Excellence Cyber Scholar Program, and a Fundamentals of ESG Certificate from the AICPA. She is a member of the Nasdaq Center for Board Excellence Advisory Council and a member of the Wall Street Journal Board of Directors Council. Professional Experience •Senior Advisor to the Transaction Advisory Group and Corporate Transactions Group at Alvarez & Marsal, a global consulting firm, since January 2026 •Partner at Global Infrastructure, QIC, a global infrastructure investor focused on ESG-themed investments in energy and the energy transition, transport, and social/public/private partnership sectors, from July 2021 to December 2025 •U.S. Chief Financial Officer of National Grid plc, a multinational energy company, from 2014 to June 2021 •Vice President of Finance of 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. (June 2021 to January 2026) •Remitly Global, Inc. (since May 2021) Investment Company Directorship •Mutual of America Financial Group (two funds) (since 2005) | | INDEPENDENT Audit Committee (Chair) Risk Oversight Committee Age: 62 Director since: 2016 | |

  15. Annual Meeting

    | Marc Steinberg | 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, media, and telecommunications sectors. 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 •Honeywell International Inc. (since May 2025) •Pinterest, Inc. (since December 2022) Other Information •Director of various private companies including Nielsen Holdings, plc and Syneos Health | | INDEPENDENT Audit Committee Age: 36 Director since: 2024 | |

  16. Key Themes Discussed with Stockholders

    | Director | Fees Paid in Cash ($)(1) | Stock Awards ($)(2)(4) | Option Awards ($)(3)(4) | Total Compensation ($) | | C. Andrew Ballard | — | 258,090 | — | 258,090 | | Marla Blow | — | 258,090 | — | 258,090 | | Gary S. Briggs | — | 258,090 | — | 258,090 | | M. Michele Burns | — | 258,090 | — | 258,090 | | Jonathan Klein(5) | — | — | — | — | | Melissa Reiff | — | 258,090 | — | 258,090 | | David Rosenblatt | 14,500 | 321,131 | — | 335,631 | | Margaret M. Smyth | 5,000 | 258,090 | — | 263,090 | | Marc Steinberg | 5,000 | 258,090 | — | 263,090 | | Fred Wilson | 5,000 | — | 419,984 | 424,984 |

  17. Changes for 2026

    Changes for 2026 In early 2026, Compensia conducted its annual review of our non-employee director compensation program relative to our peer group. Based on a competitive market analysis prepared by Compensia, our Compensation Committee approved changes to our non-employee director compensation structure, which are intended to bring compensation closer to market-based benchmarks and to structure compensation for Committee members to be 50% of the applicable Committee Chairs' compensation. The changes reflect an increase in our Audit Committee Chair retainer from $24,000 to $26,000, an increase in our Audit Committee member retainer from $10,000 to $13,000, an increase in our Compensation Committee and Risk Oversight Committee member retainers from $8,000 to $10,000, and a Lead Independent Director retainer of $30,000 paid in stock options.

  18. Changes for 2026

    | | 2026 Proxy Statement | 35 |

  19. Changes for 2026

    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.

  20. Changes for 2026

    | Kruti Patel Goyal | Professional Experience •Chief Executive Officer of Etsy since January 2026, and President since January 2025 •Chief Growth Officer of Etsy from January 2025 to December 2025 •Chief Executive Officer of our Depop subsidiary from September 2022 to March 2025 •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 held roles at Viacom, (RED), General Atlantic Partners, and Morgan Stanley. | | President and Chief Executive Officer since 2026 Age: 49 | |

  21. Changes for 2026

    | Josh Silverman | Professional Experience •Executive Chair of Etsy since January 2026 •Chief Executive Officer of Etsy from May 2017 to December 2025 and President of Etsy from May 2017 to December 2024 •Senior Operating Advisor at 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 of 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. Mr. Silverman was also co-founder and Chief Executive Officer of Evite, Inc. from 1998 to its sale in 2001. | | Executive Chair since 2026 Age: 57 | |

  22. Changes for 2026

    | 36 | 2026 Proxy Statement | |

  23. Changes for 2026

    | Lanny Baker | 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, Ltd., XO Group, Inc., and HomeAway, Inc. | | Chief Financial Officer since 2025 Age: 59 | |

  24. Changes for 2026

    | Rafe Colburn | Professional Experience •Chief Product and Technology Officer of Etsy since September 2025 •Chief Technology Officer of Etsy from May 2025 to September 2025 •Chief Product and Technology Officer of Depop from March 2023 to May 2025 •Chief Product Officer of Depop from November 2021 to March 2023 •Vice President of Engineering of Etsy from October 2019 to November 2021 Prior to that: Mr. Colburn served as a Vice President of Engineering of 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. | | Chief Product and Technology Officer since 2025 Age: 54 | |

  25. Changes for 2026

    | | 2026 Proxy Statement | 37 |

  26. Changes for 2026

    | Brad Minor | 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 of Etsy from April 2022 to July 2024 •Global Head of Brand Marketing and Creative of HubSpot, Inc., a software company, from March 2021 to April 2022 •Senior Vice President, Brand Marketing and Communications of 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 of JPMorgan Chase & Co., and Vice President, Global Brand, Partnerships & Communications of American Express Company. | | Chief Marketing Officer since 2025 Age: 47 | |

  27. Changes for 2026

    | Colin Stretch | Professional Experience •Chief Legal Officer and Corporate Secretary of Etsy since February 2023, and leading our Human Resources team since November 2025 •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. | | Chief Legal Officer and Corporate Secretary since 2023 Age: 57 | |

  28. Changes for 2026

    | 38 | 2026 Proxy Statement | |

  29. Changes for 2026

    | PROPOSAL 2 Advisory Vote on Named Executive Officer Compensation 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 (our "NEOs"), 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 NEOs. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all our NEOs 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 2023 Annual Meeting. We ask our stockholders to approve the compensation of our NEOs, 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 2026 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion.” 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. | | | | 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. |

  30. Changes for 2026

    | | 2026 Proxy Statement | 39 |

  31. Changes for 2026

    Executive Compensation Compensation Discussion and Analysis This Compensation Discussion and Analysis ("CD&A") describes the philosophy, objectives, and practices of our executive compensation program, focused primarily on the compensation of our named executive officers (our “NEOs”). For fiscal year 2025, our NEOs were the following five individuals: •Josh Silverman, then serving as our Chief Executive Officer; •Charles "Lanny" Baker, our Chief Financial Officer; •Kruti Patel Goyal, then serving as our President and Chief Growth Officer; •Rafe Colburn, our Chief Product and Technology Officer; and •Colin Stretch, our Chief Legal Officer and Corporate Secretary. Leadership Transitions As previously disclosed, in December 2024, we announced certain changes to our Executive Team: •Ms. Patel Goyal, previously the Chief Executive Officer of Depop, was named President and Chief Growth Officer. As Chief Growth Officer, Ms. Patel was responsible for bringing together all customer touch points to deliver a more compelling and inspiring experience for Etsy’s millions of buyers and sellers. •Mr. Baker was appointed as Chief Financial Officer, following the planned retirement of our former CFO. Both appointments were effective January 1, 2025. On October 29, 2025, we announced Ms. Patel Goyal's appointment as Chief Executive Officer and President and as a member of our Board, effective January 1, 2026, following Mr. Silverman's decision to step down as Chief Executive Officer and transition to Executive Chair. Mr. Silverman is expected to serve as Executive Chair through December 31, 2026, followed by a continued role as a non-executive Board member and Senior Advisor until April 1, 2027. Additionally, in March 2025, we announced the appointment of Mr. Colburn as Chief Technology Officer. Mr. Colburn previously served as the Chief Product and Technology Officer of Depop, and prior to that, spent nearly ten years at Etsy. In September 2025, Mr. Colburn was appointed to an expanded role as Chief Product and Technology Officer, overseeing the product and engineering organizations for the Etsy marketplace. Mr. Stretch also assumed an expanded role in November 2025, taking on responsibility for our people and workplace functions, in addition to his leadership of our legal, policy, compliance, and advocacy teams. Additional information on the leadership transition may be found under the heading "Our Leadership Transition" in this CD&A. In accordance with SEC rules, the compensation described in this CD&A and the accompanying executive compensation tables focuses on the NEOs and their respective roles and compensation arrangements during 2025. For a summary of the terms and conditions of the letter agreements with Ms. Patel Goyal, Mr. Silverman, Mr. Baker, and Mr. Colburn that we entered into in connection with these changes, please see “Our Leadership Transition” in this CD&A.

  32. Changes for 2026

    | 40 | 2026 Proxy Statement | |

  33. Changes for 2026

    Executive Summary Our executive compensation philosophy is to design our compensation programs to be thoughtful and transparent, with a strong focus on pay for performance. Key features are set out below:

  34. Changes for 2026

    | 1 | At-risk compensation Compensation for our NEOs is heavily weighted toward “variable” or at-risk” compensation |

  35. Changes for 2026

    The target annual pay mix for our CEO and other NEOs, shown below as of the time that compensation was approved in early 2025, reflects our pay for performance philosophy:

  36. Taxation of Non-Qualified Deferred Compensation

    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.

  37. C. Andrew Ballard David Rosenblatt

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Josh Silverman Chief Executive Officer | 2025 | 690,137 | — | 15,814,539 | 737,591 | 729,120 | 100,935 | 18,072,322 | | | 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 | | Lanny Baker Chief Financial Officer | 2025 | 525,000 | 140,000 | 7,851,478 | — | 412,020 | 51,149 | 8,979,647 | | Kruti Patel Goyal President and Chief Growth Officer | 2025 | 540,000 | — | 7,543,022 | — | 468,720 | 1,237,295 | 9,789,037 | | Rafe Colburn Chief Product and Technology Officer | 2025 | 436,363 | — | 9,653,493 | — | 341,082 | 460,755 | 10,891,693 | | Colin Stretch Chief Legal Officer and Corporate Secretary | 2025 | 486,301 | — | 4,950,110 | — | 299,096 | 128,224 | 5,863,731 | | | 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 |

  38. Estimated Payments and Benefits

    | 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) | | | | 2025 | 18,072,322 | 19,627,298 | 8,881,027 | 9,710,121 | 31.16 | 176.01 | 163 | 2,884 | | 2024 | 17,956,561 | 3,664,112 | 7,935,503 | 3,245,043 | 29.73 | 151.87 | 303 | 2,808 | | 2023 | 16,577,104 | 5,868,843 | 7,590,131 | 3,947,292 | 45.56 | 123.64 | 308 | 2,748 | | 2022 | 16,461,507 | (15,823,299) | 7,261,266 | (4,534,407) | 67.33 | 99.29 | (694) | 2,566 | | 2021 | 40,584,292 | 52,367,686 | 5,850,887 | 11,909,053 | 123.06 | 124.76 | 494 | 2,329 |

  39. Estimated Payments and Benefits

    | Adjustments to Determine CEO Compensation Actually Paid | 2025 | | Summary Compensation Table (SCT) amount | 18,072,322 | | Less Amounts Reported under “Stock Awards” and "Option Awards" Columns in SCT for the Covered Year | (16,552,130) | | Plus Year-end Fair Value of Stock Awards and Options Awards Granted during Covered Year that Remain Unvested as of Year-end | 17,469,247 | | Plus Fair Value on Vesting of Awards Granted during Covered Year that Vest during Covered Year | 1,615,731 | | 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 | (1,622,717) | | 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 | (92,746) | | Increase based upon Incremental Fair Value of Awards Modified during the year* | 737,591 | | TOTAL ADJUSTMENTS: | 1,554,976 | | TOTAL COMPENSATION ACTUALLY PAID: | 19,627,298 |

  40. Estimated Payments and Benefits

    | Adjustments to Determine Average Other NEO Compensation Actually Paid | 2025 | | Summary Compensation Table (SCT) amount | 8,881,027 | | Less Amounts Reported under “Stock Awards” Column in SCT for the Covered Year | (7,499,526) | | Plus Year-end Fair Value of Stock Awards and Options Awards Granted during Covered Year that Remain Unvested as of Year-end | 7,525,908 | | Plus Fair Value on Vesting of Awards Granted during Covered Year that Vest during Covered Year | 665,998 | | 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 | 14,456 | | 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 | 122,258 | | TOTAL ADJUSTMENTS: | 829,094 | | TOTAL COMPENSATION ACTUALLY PAID: | 9,710,121 |

  41. Discussion of Compensation Actually Paid

    Discussion of Compensation Actually Paid The graph below illustrates the total stockholder return on a fixed $100 investment made as of market close on December 31, 2020 in shares of Etsy common stock and in the Russell 1000 Index, our peer group.

  42. Compensation Actually Paid vs Revenue

    Compensation Actually Paid vs Revenue

  43. Compensation Actually Paid vs Net Income (Loss)

    Compensation Actually Paid vs Net Income (Loss)

  44. Compensation Actually Paid vs TSR

    Compensation Actually Paid vs TSR 1Net 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 net income (loss) adjusted to exclude: stock-based compensation expense and related payroll taxes; depreciation and amortization; provision for income taxes; interest and other non-operating income, net; foreign exchange loss (gain); asset impairment charge; acquisition, divestiture, and corporate structure-related expenses; loss on sale of business; restructuring and other exit costs; and retroactive non-income tax expense, 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 for the past two years, see “Non-GAAP Financial Measures.” 2In 2021, we added relative TSR (a measure reflecting returns to our stockholders relative to the Nasdaq Composite Index 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.