DEF 14A of 1stdibs.com, Inc.
Filed Mar 28, 2024 · FY20230001600641-24-000059
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Directors and Director Nominees
Directors and Director Nominees Our amended and restated bylaws (“Bylaws”) provide that our board of directors shall consist of such number of directors as the board of directors may from time to time determine. Our board of directors currently consists of seven directors. The authorized number of directors may be changed by resolution of our board of directors. Vacancies on our board of directors can be filled by resolution of our board. Our board of directors is divided into three classes, each serving staggered, three-year terms: ● Our Class I directors are David S. Rosenblatt, Everette Taylor, and Paula J. Volent, and their terms will expire at the 2025 annual meeting of stockholders; ● Our Class II directors are Matthew R. Cohler and Andrew G. Robb, and their terms will expire at the 2026 annual meeting of stockholders; and ● Our Class III directors are Lori A. Hickok and Brian J. Schipper, and their terms will expire at the Annual Meeting. Two Class III directors will be elected at the Annual Meeting to serve until the annual meeting of stockholders to be held in 2027 or until their successors are duly elected and qualified, with the other classes of directors continuing to serve for the remainder of their respective terms. Class III directors shall be elected by a plurality of the votes cast (meaning that the director nominees who receive the highest number of shares voted “FOR” their election are elected as the Class III directors); provided, that if any nominee for director receives a greater number of votes “WITHHELD” than votes “FOR” in such election, our Bylaws require that such person must promptly tender his or her irrevocable resignation to our board of directors for the board’s consideration. Our board of directors may, in its sole discretion, elect to accept or reject such resignation. The nominating and corporate governance committee of the board has recommended, and our board of directors has designated, Lori A. Hickok and Brian J. Schipper as the nominees for Class III director to serve until the 2027 annual meeting of stockholders, and each has indicated to us that such individual will be able to serve. If a nominee is unable or declines to serve as a director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominees designated by our board of directors, taking into account any recommendations of the nominating and corporate governance committee, to fill such vacancy. The names of the Class III nominees and the other members of our board of directors and certain biographical information as of March 28, 2024 are set forth below:
Class III Director Nominees
Class III Director Nominees
Class III Director Nominees
| Lori A. Hickok | | | Age: 60 Director Since: June 2021 Independent Committees: •Audit •Compensation | Lori A. Hickok has served as a member of our board of directors since June 2021. Since August 2018, Ms. Hickok has served as a director for CarGurus, Inc. (Nasdaq: CARG), an automotive research and shopping website. Ms. Hickok served as Executive Vice President, Chief Financial and Development Officer for Scripps Networks Interactive, Inc. (“Scripps”), a mass media company, from July 2017 to April 2018. Prior to that time, Ms. Hickok served as Scripps’s Executive Vice President, Chief Financial Officer from March 2015 to June 2017, and Executive Vice President, Finance from July 2008 to February 2015. Prior to Scripps’s spin off from The E.W. Scripps Company (“E.W. Scripps”) (Nasdaq: SSP), a broadcasting company, on July 1, 2008, Ms. Hickok served as E.W. Scripps’s Vice President and Corporate Controller from January 2002 to June 2008. Ms. Hickok first joined E.W. Scripps in 1988, as a financial analyst in the company’s corporate finance department, and served as Chief Analyst for Corporate Development, New Media Operations Controller and Divisional Controller for E.W. Scripps’s former cable television systems division. Ms. Hickok also serves on the board of directors of Second Harvest Food Bank of East Tennessee. Ms. Hickok is a retired certified public accountant and received a B.S. in Accounting & Finance from Miami University. Ms. Hickok brings extensive finance and accounting background, including as an executive officer at a public company, to our board of directors. |
Class III Director Nominees
| Brian J. “Skip” Schipper | | | Age: 63 Director Since: June 2021 Independent Committees: •Compensation | Brian J. “Skip” Schipper has served as a member of our board of directors since June 2021. Since February 2014, Mr. Schipper has served as a director of DHI Group, Inc. (NYSE: DHX) (“DHI”), an online careers platform, and has served as chairman of the board of directors of DHI since May 2019. Since May 2016, Mr. Schipper has served as the Executive Vice President and Chief People Officer for Yext, Inc. (NYSE: YEXT), a technology company. From January 2014 to March 2016, Mr. Schipper led Human Resources at X Corp. ("X"), a social networking service. Prior to joining X, Mr. Schipper served as Chief Human Resources Officer of Groupon (Nasdaq: GRPN), a global e-commerce marketplace, from June 2011 to January 2014. Mr. Schipper served as Chief Human Resources Officer at Cisco Systems, Inc. (Nasdaq: CSCO), a multinational technology company, from October 2006 to June 2011. Mr. Schipper has held executive level human resources and administrative roles at Microsoft Corporation (Nasdaq: MSFT), a multinational technology company, DoubleClick, Inc., an internet services company, PepsiCo, Inc. (Nasdaq: PEP), a multinational food and beverage company, Compaq Computer Corp., an information technology company, and Harris Corporation, an information technology company. Mr. Schipper holds an MBA from Michigan State University and a B.A. from Hope College. Mr. Schipper brings extensive industry experience and human resources expertise to our board of directors. |
Continuing Directors
Continuing Directors
Continuing Directors
| David S. Rosenblatt | | | Age: 56 Director Since: November 2011 Committees: •None | David S. Rosenblatt has served as our Chief Executive Officer and as a member of our board of directors since November 2011. Mr. Rosenblatt previously served as President, Global Display Advertising, of Google, Inc. ("Google"), a multinational technology company specializing in Internet-related services and products, from October 2008 through May 2009. Mr. Rosenblatt joined Google in March 2008 in connection with Google’s acquisition of DoubleClick, a provider of digital marketing technology and services. Mr. Rosenblatt joined DoubleClick in 1997 as part of its initial management team and held several executive positions during his tenure, including Chief Executive Officer of DoubleClick from July 2005 through March 2008, and President of DoubleClick from 2000 through July 2005. Currently, Mr. Rosenblatt serves as a member of the board of directors of IAC Holdings, Inc. (Nasdaq: IAC), a holding company that owns several subsidiaries, primarily in the media and Internet industries. Mr. Rosenblatt previously served as a member of the board of directors of X Corp., a social networking service, from December 2010 to October 2022, and Farfetch UK Limited, a subsidiary of Farfetch Limited, a digital marketplace for luxury fashion, from July 2017 to December 2023. Mr. Rosenblatt holds a B.A. in East Asian Studies from Yale University and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Rosenblatt brings to our board of directors an extensive experience in the online advertising and digital marketing technology and services industries, as well as significant management experience from his tenure with DoubleClick and Google, which in turn give him particular insight into business strategy and leadership, as well as a deep understanding of our industry and the Internet industry generally. |
Continuing Directors
| Paula J. Volent | | | Age: 67 Director Since: June 2021 Independent Committees: •Audit •Nominating and Corporate Governance | Paula J. Volent has served as a member of our board of directors since June 2021. Ms. Volent has served on the board of MSCI Inc. (NYSE: MSCI), a finance company, since February 2020. Since August 2021, Ms. Volent has served as Chief Investment Officer of Rockefeller University. Ms. Volent previously served as Senior Vice President for Investments and Chief Investment Officer of Bowdoin College from January 2006 to July 2021. Prior to that, Ms. Volent served as Vice President for Investments of Bowdoin College from January 2002 to January 2006, and Associate Treasurer at Bowdoin College from July 2000 to December 2002. Ms. Volent holds an M.B.A. from the Yale School of Management, a Master of Arts from the Institute of Fine Arts, New York University, and a Bachelor of Arts from the University of New Hampshire. We believe that Ms. Volent’s extensive investment management background makes her well-qualified to serve on our board of directors. |
Continuing Directors
| Everette Taylor | | | Age: 34 Director Since: February 2024 Independent Committees: •Compensation | Everette Taylor has served as a member of our board of directors since February 2024. Mr. Taylor has been the Chief Executive Officer and a member of the board of directors at Kickstarter, PBC, a crowdfunding platform for creative projects, since September 2022. Before Kickstarter, Mr. Taylor served as Chief Marketing Officer at Art.sy, Inc., an online art marketplace, from December 2019 to September 2022, and as the Chief Execuitve Officer of PopSocial, a social media marketing software company, from 2016 to 2019. Mr. Taylor has also held senior marketing and executive positions at Skurt, an on-demand rental car company, and Qualaroo, a B2B software company. In addition, he co-founded GrowthHackers, an online community and software company. Mr. Taylor holds an honorary doctorate degree from Shaw University. Mr. Taylor brings a deep understanding of creators and artists, as well as hands-on experience scaling online marketplaces, to our board of directors. |
Continuing Directors
| Matthew R. Cohler | | | Age: 47 Director Since: September 2011 Independent Committees: •Audit | Matthew R. Cohler has served as a member of our board of directors since 2011. Mr. Cohler has been a Partner at Benchmark Capital, a venture capital firm, since June 2008. Before Benchmark Capital, Mr. Cohler served as Vice President of Product Management at Meta Platforms, Inc. (Nasdaq: Meta), a social media and networking company, from 2005 to June 2008, and as the Vice President of LinkedIn Corporation, an internet software company, from 2003 to 2005. Since November 2009, Mr. Cohler has served on the board of directors of Asana, Inc. (NYSE: ASAN), a task manager software company. Since December 2021, Mr. Cohler has served on the board of directors of KKR & Co. Inc. (NYSE: KRR), a global investment firm. Mr. Cohler previously served on the board of directors of Domo, Inc., a cloud software company, from July 2011 to March 2019, and Uber Technologies, Inc. (NYSE: UBER), a company that develops applications for road transportation, navigation, ride sharing, and payment processing solutions, from June 2017 to July 2019. Mr. Cohler holds a B.A. in Music from Yale University. Mr. Cohler brings extensive venture capital and financial expertise and expertise in the technology industry to our board of directors. |
Continuing Directors
| Andrew G. Robb | | | Age: 47 Director Since: June 2021 Independent Committees: •Compensation •Nominating and Corporate Governance | Andrew G. Robb has served as a member of our board of directors since June 2021. Since February 2020, Mr. Robb has been an investor in and advisor to multiple marketplace technology companies. Mr. Robb served as Chief Operating Officer of Farfetch Limited, a digital marketplace for luxury fashion, from July 2010 to February 2020. Mr. Robb previously served as Managing Director of Cocosa.com, an online shopping club, from June 2008 to June 2010. Prior to that, Mr. Robb held management positions at eBay (Nasdaq: EBAY), a multinational e-commerce company, and Peoplesound.com Ltd., an online music sharing company. Mr. Robb holds a Bachelor of Law from the University of Oxford and an MBA from INSEAD. Mr. Robb brings extensive business experience as a senior executive of an online luxury retail company and other online and e-commerce companies to our board of directors. |
Continuing Directors
The Board of Directors Recommends a Vote “FOR” the Election of the Class III Nominees Set Forth Above as Directors of the Company.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board of Directors
Board of Directors Our business and affairs are organized under the direction of our board of directors. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling, and direction to our management. The board of directors is committed to sound and effective governance practices that promote long-term stockholder value and strengthen the board of directors’ management accountability to our stockholders, customers, and other stakeholders.
Director Compensation
Director Compensation The following table shows certain information with respect to the compensation of our non-employee directors during the fiscal year ended December 31, 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Matthew R. Cohler | 60,000 | 110,137 | 170,137 | | Lori A. Hickok | 56,000 | 110,137 | 166,137 | | Andrew G. Robb | 40,000 | 110,137 | 150,137 | | Brian J. “Skip” Schipper | 42,000 | 110,137 | 152,137 | | Everette Taylor(2) | — | — | — | | Paula J. Volent | 48,000 | 110,137 | 158,137 |
Director Compensation
(1) Amounts represent the aggregate fair value of the restricted stock unit ("RSU") awards computed as of the grant date of each award in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 ("FASB ASC 718") for financial reporting purposes, rather than amounts paid to or realized by the named individual. The grant date fair value of each equity award was $3.86. The following assumptions were made: (i) 100% probability of meeting the vesting criteria; and, (ii) no forfeitures. There can be no assurance that the RSU award value on vest will approximate the fair value as computed in accordance with ASC 718. The following table sets forth the aggregate number of shares of common stock underlying RSU awards outstanding at December 31, 2023:
Director Compensation
| Name | Number of shares | | Matthew R. Cohler | 28,533 | | Lori A. Hickok | 28,533 | | Andrew G. Robb | 28,533 | | Brian J. “Skip” Schipper | 28,533 | | Everette Taylor(2) | — | | Paula J. Volent | 28,533 |
Director Compensation
(2) Mr. Taylor joined our board of directors in February 2024.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and principal position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Total ($) | | David S. Rosenblatt | 2023 | 324,962 | — | 2,370,000 | — | 525,000 | 3,219,962 | | Chief Executive Officer | 2022 | 195,000 | — | — | 3,954,645 | — | 4,149,645 | | Thomas J. Etergino | 2023 | 427,669 | — | 678,672 | — | 379,500 | 1,485,841 | | Chief Financial Officer | 2022 | 307,692 | — | 1,550,250 | 655,346 | 225,000 | 2,738,288 | | Ryan Beauchamp | 2023 | 253,846 | 100,000 | 781,000 | — | 171,833 | 1,317,679 | | Chief Product Officer | — | — | — | — | — | — | — |
Summary Compensation Table
(1) Mr. Beauchamp joined the Company on March 27, 2023, and his annualized salary for 2023 would have been $330,000. The amount in this column reflects the amount that Mr. Beauchamp received between his start date and December 31, 2023. (2) The amount in this column represents a sign-on bonus paid to Mr. Beauchamp upon commencement of his employment with the Company. (3) The amounts in this column represent the aggregate grant-date fair value of RSU awards granted to named executive officers under our equity incentive plans, computed in accordance with the FASB ASC Topic 718. See the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of inputs in determining the grant date fair value and compensation expense of our RSU awards. (4) The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer under our equity incentive plans, computed in accordance with the FASB ASC Topic 718. See the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock options. There can be no assurance that option awards will be exercised (in which case no value will be realized by the individual) or that the value on exercise will approximate the fair value as computed in accordance with ASC 718. (5) The amounts in this column represent the applicable named executive officer’s total annual performance-based cash bonus for the year ended December 31, 2023 and 2022, respectively, as described below under “Annual Cash Bonuses.”
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding equity awards for each of our named executive officers as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year-End Table
| | | | Option Awards | | | | Stock Awards | | | | | Name | Date Granted | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)1 | | David S. Rosenblatt | 3/15/2023 | 6/8/2023 | — | — | — | — | — | — | 525,0002 | 2,457,000.00 | | | 2/11/2016 | 11/1/2015 | 666,666 | 0 | 3.87 | 2/10/20263 | — | — | — | — | | | 5/14/2019 | 3/1/2019 | 200,000 | 0 | 4.56 | 5/13/2029³ | — | — | — | — | | | 3/19/2021 | 3/1/2021 | 103,333 | 51,667 | 9.45 | 3/18/2031³ | — | — | — | — | | | 3/19/2021 | 1/1/2022 | 241,110 | 120,556 | 9.45 | 3/18/20314 | — | — | — | — | | | 3/15/2022 | 3/8/2022 | 358,333 | 501,667 | 7.71 | 3/14/2032³ | — | — | — | — | | Thomas J. Etergino | 6/2/2022 | 6/8/2022 | — | — | — | — | — | — | 182,1885 | 852,639.84 | | | 3/14/2023 | 6/8/2023 | — | — | — | — | — | — | 141,0386 | 660,057.84 | | | 6/2/2022 | 6/8/2022 | 63,750 | 116,250 | 5.85 | 6/3/20327 | — | — | — | — | | Ryan Beauchamp | 6/15/2023 | 6/8/2024 | — | — | — | — | — | — | 220,0008 | 1,029,600.00 |