DEF 14A of Wayfair Inc.
Filed Apr 3, 2025 · FY20240001616707-25-000037
Our Board of Directors
Our Board of Directors Our Board is currently comprised of nine (9) members, and following the conclusion of the Annual Meeting, it is expected that our Board will be comprised of eight (8) members until such time as that vacancy is filled. The eight (8) directors nominated for election have a range of backgrounds, experiences and skills, including those set forth below. If a skill or experience listed below does not include all eight (8) nominees, it does not signify a director’s lack of ability to contribute in such area. All of our directors bring senior leadership and corporate governance experience to our boardroom. The charts below summarize certain self-identified demographic skill attributes of our current directors, to the extent disclosed to us, and their ages are as of the Record Date.
Our Board of Directors
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Our Board of Directors
| Board Highlights | | | | | | | | | | Independence | | | Tenure | | | Age | | | | | | | | | | | | | | | | | | | | | | | | 4 | self-identify as nationally, ethnically and racially diverse* | | | | 2 | are women* | | | | *One director declined to disclose demographic background information. | | | | | | | | | | | 6 | Public Company Board Service | | 8 | Executive Leadership & Human Capital Management | | 3 | Finance & Accounting Experience | | | 5 | Technology/Cyber Experience | | 8 | Retail Experience | | 7 | International Leadership |
Our Board of Directors
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Our Board of Directors
| | Niraj Shah Co-Founder and CEO Director Since: 2002 ‖ Age: 51 Committees •None Other current public company boards •Nextdoor, Inc. (NYSE: KIND) Mr. Shah is our co‑founder and has served as our Chief Executive Officer and a member of our Board since 2002. Prior to co-founding Wayfair, Mr. Shah served as Chief Executive Officer for Simplify Mobile Corporation, an enterprise software company he co‑founded in 2001, and Entrepreneur‑in‑Residence at Greylock Partners, a venture capital firm, in 2001. Mr. Shah served in various roles at iXL Enterprises, Inc., including as Chief Operating Officer and a director, from 1998 to 2000, and as Chief Executive Officer of Spinners Incorporated, an IT consulting company he co‑founded, from 1995 to 1998. Mr. Shah has served on the board of directors of Nextdoor, Inc. since May 2024. Mr. Shah received a B.S. from Cornell University. We believe Mr. Shah is qualified to serve on our Board due to the leadership and operational experience he brings as our Chief Executive Officer, as well as the vision and continuity he brings as our co‑founder. | | | Steven Conine Co-Founder Director Since: 2002 ‖ Age: 52 Committees •None Other current public company boards •CarGurus Inc. (NASDAQ: CARG) Mr. Conine is our co‑founder and has served as a member of our Board since 2002. He previously served as our Chief Technology Officer from 2002 until 2015. Prior to co-founding Wayfair, Mr. Conine served as Chief Technology Officer for Simplify Mobile Corporation, an enterprise software company he co‑founded in 2001, Chief Operating Officer for the London office of iXL Enterprises, Inc. from 1999 to 2000, and Chief Technology Officer of Spinners Incorporated, an IT consulting company he co‑founded, from 1995 to 1998. Mr. Conine has served on the board of directors of CarGurus, Inc. since June 2018. Mr. Conine received a B.S. from Cornell University. We believe Mr. Conine is qualified to serve on our Board due to the technological and operational experience he brings as a long-time executive at Wayfair, as well as the vision and continuity he brings as our co‑founder. |
Our Board of Directors
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Our Board of Directors
| | Diana Frost Independent Director Director Since: 2025 ‖ Age: 42 Committees •None Other current public company boards •None Ms. Frost has served as a member of our board since February 2025. Since December 2023, Ms. Frost has served as the Global Chief Growth Officer of The Kraft Heinz Company (NASDAQ: KHC). Ms. Frost has been with Kraft Heinz since 2020, previously serving as Chief Growth Officer, North America from August 2022 to December 2023. Before that, she served as Head of North America Disruption and Canada Chief Marketing Officer from January to August 2022 and Chief Growth Officer, Canada, from September 2020 to December 2021. Before joining Kraft Heinz, Ms. Frost spent nearly 13 years at Mars, Incorporated, where she was Head of Portfolio Transformation, Mars Wrigley US from January 2019 to September 2020, as well as Vice President of Marketing for Mars Wrigley Canada from 2017 to 2018; Vice President of Marketing, Chocolate from 2016 to 2017; Brand Director for Mars Pet Nutrition from 2011 to 2016; and Senior Brand Manager for Mars Chocolate from 2007 to 2011. She began her career at PepsiCo as an Assistant Brand Manager and then Associate Brand Manager from 2005 to 2007. Ms. Frost holds an Honours Business Administration degree from the Ivey School of Business at The University of Western Ontario in Canada. We believe Ms. Frost is qualified to serve on our Board due to her extensive experience in global brand strategy and marketing leadership across the retail industry. | | | Andrea Jung Independent Director Director Since: 2018 ‖ Age: 66 Committees •Compensation •Nominating & Corporate Governance Other current public company boards •Apple Inc. (NASDAQ: AAPL) •Unilever PLC (NYSE: UL) Ms. Jung has served as a member of our Board since May 2018. Ms. Jung has served as the President and Chief Executive Officer of Grameen America LLC, a nonprofit microfinance organization, since April 2014, where she also serves on the board of directors. Ms. Jung previously served as Executive Chairman of Avon Products, Inc., a personal care products company, from April 2012 to December 2012, and as Chairman of the board of directors of Avon from September 2001 to April 2012. Ms. Jung served as Chief Executive Officer of Avon from November 1999 to April 2012, and served as a member of the board of directors of Avon from January 1998 to December 2012. Ms. Jung has served on the board of directors of Apple Inc. since January 2008 and Unilever PLC and Unilever N.V. since May 2018, and previously served on the boards of General Electric Company from July 1998 to March 2018 and Daimler AG from April 2013 to April 2018. Ms. Jung is a graduate of Princeton University. We believe Ms. Jung is qualified to serve on our Board due to her board and executive-level experience in retail, technology and other businesses. |
Our Board of Directors
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Our Board of Directors
| | Jeremy King Independent Director Director Since: 2021 ‖ Age: 56 Committees •Audit •Nominating & Corporate Governance Other current public company boards •None Mr. King has served as a member of our Board since August 2021. From 2019 to 2023, he served as Chief Technology Officer of Pinterest, a role initially titled Senior Vice President and Head of Engineering. Mr. King previously served as a senior executive of Walmart from 2011 to 2019, including as Executive Vice President and Chief Technology Officer, Walmart US and E-commerce from 2017 to 2019 and Chief Technology Officer and Senior Vice President, WalmartLabs from 2011 to 2017. Prior to joining Walmart, Mr. King served as Executive Vice President, Technology of LiveOps from 2008 to 2011 and as Vice President Software Development and Engineering of eBay from 2001 to 2008. Mr. King serves on the board of a private company. Mr. King holds a B.S. from San Jose State University. We believe Mr. King is qualified to serve on our Board due to his executive-level experience in the e-commerce and technology industries. | | | Michael Kumin Lead Independent Director Director Since: 2011 ‖ Age: 52 Committees •Compensation •Nominating & Corporate Governance Other current public company boards •None Mr. Kumin has served as a member of our Board since June 2011. Mr. Kumin has worked as an investment professional at Great Hill Partners, a private equity investment firm, since 2002 where he currently serves as a Managing Director. Mr. Kumin previously served on the board of directors of The RealReal, Inc. from May 2017 to August 2021 and Yoga Works, Inc. from July 2014 to October 2020. Mr. Kumin currently serves on the boards of several private companies. Mr. Kumin earned a B.A. in Public Policy and International Affairs at Princeton University. We believe Mr. Kumin is qualified to serve on our Board due to his experience in the e‑commerce industry as a private equity investor and his service on the board of directors of other retail and technology companies. |
Our Board of Directors
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Our Board of Directors
| | Jeffrey Naylor Independent Director Director Since: 2018 ‖ Age: 66 Committees •Audit Other current public company boards •Dollar Tree Inc. (NASDAQ: DLTR) •Synchrony Financial (NYSE: SYF) Mr. Naylor has served as a member of our Board since January 2018. Mr. Naylor previously served as a senior executive with The TJX Companies, Inc., including as Chief Financial Officer from 2004 to 2006; as Chief Financial and Administrative Officer from 2006 to 2007; as Chief Administrative and Business Development Officer from 2007 to 2009; as Chief Financial and Administrative Officer from February 2009 to January 2012; as Chief Administrative Officer from January 2012 to February 2013; and as Senior Corporate Advisor from February 2013 to April 2014. Prior to joining TJX, Mr. Naylor served as Chief Financial Officer of Big Lots, Inc. from 2001 to 2004 and Chief Financial and Administrative Officer of Dade Behring, Inc. from 2000 to 2001. He is also the Managing Director of his consulting firm, Topaz Consulting, LLC, which he founded in April 2014. Mr. Naylor has served on the board of directors of Synchrony Financial since July 2014 and Dollar Tree, Inc. since March 2018. Mr. Naylor previously served on the board of Emerald Expositions from September 2013 to May 2021. Mr. Naylor received a B.A. from Northwestern University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. We believe Mr. Naylor is qualified to serve on our Board due to his board, financial and executive-level experience both in retail and in other businesses. | | | Michael E. Sneed Independent Director Director Since: 2020 ‖ Age: 65 Committees •Compensation •Audit Other current public company boards •Kenvue Inc. (NYSE: KVUE) Mr. Sneed has served as a member of our Board since November 2020. Mr. Sneed served as Executive Vice President, Global Corporate Affairs and Chief Communications Officer at Johnson & Johnson from July 2018 to April 2022 where he led the company's global marketing, communication, design and philanthropy functions. Mr. Sneed originally joined Johnson & Johnson in 1983 and held multiple leadership positions, including joining the Executive Committee in July 2018 and becoming the Vice President, Global Corporate Affairs and Chief Communications Officer in 2017, the Company Group Chairman, Vision Care Franchise in 2007 and the Company Group Chairman, Consumer North America in 2004. Mr. Sneed has served on the Board of Kenvue since 2023. He also serves on the boards of Thomas Jefferson University, the Robert Wood Johnson Foundation and WHYY, a public media organization serving Philadelphia, Pennsylvania and the surrounding region. Mr. Sneed holds a Master's degree from the Tuck School of Business at Dartmouth College and a B.A. from Macalester College. We believe Mr. Sneed is qualified to serve on our Board due to his executive-level experience in global technology and retail businesses. |
Our Board of Directors
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Director Compensation
Director Compensation
Director Compensation
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Director Compensation
Our Co-Founders, who also serve as directors, do not receive additional compensation for their service as directors. Our non-employee directors do not receive cash payments or retainers, but receive grants of RSU awards as compensation for their service on our Board. Our Director Compensation Policy for our non-employee directors is intended to be competitive and fair so that we can attract, motivate and retain highly qualified directors and also align with practices of other leading publicly traded companies. Our compensation committee periodically evaluates our Director Compensation Policy as part of our regular reviews of our overall compensation strategy. For 2024, our compensation committee determined that no changes to our Director Compensation Policy were needed. Under our current Director Compensation Policy, each non-employee director receives an initial RSU award upon joining the Board with a value of $250,000, subject to a one (1) year vesting period. In subsequent years, each non-employee director receives an annual follow-on RSU award with a value of $250,000, subject to a one (1) year vesting period. These RSU awards are measured using the closing price of our Class A common stock as reported on the NYSE on the day before the applicable Board meeting approving such award. We reimburse all directors for reasonable travel expenses incurred in connection with Board and committee meetings. We have also entered into indemnification agreements with all of our directors. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors. The following table provides information regarding compensation of our non-employee directors for the year ended December 31, 2024:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Diana Frost(2) | — | — | — | — | | Andrea Jung | — | 274,613 | — | 274,613 | | Jeremy King | — | 274,613 | — | 274,613 | | Michael Kumin | — | 250,035 | — | 250,035 | | Jeffrey Naylor | — | 250,035 | — | 250,035 | | Anke Schäferkordt | — | 245,579 | — | 245,579 | | Michael E. Sneed | — | 245,579 | — | 245,579 |
Director Compensation
(1) Represents the aggregate fair value on the grant date of RSUs granted in 2024 computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2024 Form 10-K for a discussion of assumptions made in determining the value of our stock awards. (2) Ms. Frost was elected to the Board as a non-employee director on February 12, 2025. The following table shows the aggregate number of unvested RSUs held by our non-employee directors as of December 31, 2024:
Director Compensation
| Name | RSUs (#) | | Diana Frost (1) | — | | Andrea Jung | 4,665 | | Jeremy King | 4,665 | | Michael Kumin | 1,045 | | Jeffrey Naylor | 1,045 | | Anke Schäferkordt | 6,382 | | Michael E. Sneed | 6,382 |
Director Compensation
(1) Ms. Frost was elected to the Board as a non-employee director on February 12, 2025.
Director Compensation
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
| | Jon Blotner President, Commercial and Operations In Role Since: 2025 ‖ Age:44 Mr. Blotner has served as Wayfair’s President, Commercial and Operations since January 2025. Mr. Blotner previously served as our Chief Commercial Officer from October 2023 to January 2025 and our Vice President, Global Merchandising, Proprietary Brands, Pricing and Advertising before that. Mr. Blotner also previously oversaw Wayfair’s Exclusive Brands and Specialty Retail Brands, which include AllModern, Joss & Main and Birch Lane, as well as its Global Merchandising, Pricing, Visual Media, 3D Operations and Technology, Merchandising as a Service, Advertising, and Supplier Acquisition and Onboarding functions. Before joining Wayfair, Jon served as President of Gemvara.com until it was acquired by Berkshire Hathaway in 2016. Prior to Gemvara, Jon worked for Bain & Company in Boston, Massachusetts. He holds an M.B.A. from the Harvard Business School and a B.A. from the University of Pennsylvania. | | | Kate Gulliver Chief Financial Officer and Chief Administrative Officer In Role Since: 2022 ‖ Age:43 Ms. Gulliver has served as Chief Financial Officer and Chief Administrative Officer since November 2022 and previously served as our Incoming Chief Financial Officer from May 2022 to November 2022. Prior to that, Ms. Gulliver served as Wayfair’s Chief People Officer from May 2016 to May 2022 where she built up the company’s talent organization. Prior to leading the talent function, Ms. Gulliver managed the company's Investor Relations team where she drove all communication and relationship development with outside investors. Previously, Ms. Gulliver worked as an investor for nearly five years at Bain Capital, the Boston-based private equity firm. She started her career in consulting at McKinsey & Company. Ms. Gulliver holds an M.B.A. from Harvard Business School, and a B.A. from Yale University. Ms. Gulliver has served as a non-executive director of PVH Corp. (NYSE: PVH) since 2024. | | | Fiona Tan Chief Technology Officer In Role Since: 2022 ‖ Age: 54 Ms. Tan has served as our Chief Technology Officer since March 2022 and previously served as our Global Head of Customer and Supplier Technology from September 2020 to March 2022. Prior to Wayfair, Ms. Tan served as Senior Vice President of U.S. Technology at Walmart where she was responsible for innovation and engineering execution spanning its site, mobile app and all associate and merchant-facing technology across its e-commerce and stores business in the U.S from April 2014 to August 2020. Prior to Walmart, Ms. Tan served in a number of leadership roles at Ariba from January 2012 to April 2014, where she led a global engineering organization responsible for the strategy, lifecycle, and delivery of the Ariba Commerce Network, as well as TIBCO Software. Ms. Tan received a B.S. from MIT and a master’s degree from Stanford University. Ms. Tan has served as a non-executive director of Stitch Fix, Inc. (NASDAQ: SFIX) since 2024 and The AZEK Company Inc. (NYSE: AZEK) since 2024. |
Equity Awards
Equity Awards For all NEOs other than Messrs. Shah and Conine, in furtherance of our focus on long-term performance, a significant portion of their total compensation is equity-based. The compensation committee believes that the granting of time-based restricted stock units (“RSUs”) encourages retention and aligns the interests of our NEOs to those of our stockholders, with a goal toward increasing stockholder value. Our NEO equity awards (including grant amounts and vesting schedules) are determined at the compensation committee’s discretion after taking into account other direct compensation elements, prior equity grants, recommendations from our Co-Founders regarding NEOs, excluding themselves, benchmarking inputs and the landscape in which we compete for executive talent. New NEOs may receive sizable equity awards at the time of hire and are eligible to receive additional awards in order to recognize their performance and continue to incentivize our long-term strategic and financial objectives. Such equity awards are subject to service conditions through applicable vesting dates. Equity awards are also calculated using an internal stock price target, which means that our equity compensation elements may require stock price appreciation before the award or underlying shares reach their target value. We believe that this structure encourages employees to take on an owner mindset. In light of the volatility in our stock price, the compensation committee has granted quarterly equity awards since 2023 in an effort to more closely align our employees, including our NEOs, with their target total compensation. We plan to transition back to a longer-term award structure in the future. Therefore, NEOs may, or may not, be eligible to receive equity awards each year, and an NEO’s compensation, as reported in the Summary Compensation Table, may fluctuate materially from year to year depending on whether a grant was made in a particular year.
Equity Awards
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Equity Awards
In 2024, the compensation committee granted the following time-based RSU awards to our NEOs:
Equity Awards
| NEO | Shares of Class A Common Stock Subject to RSU Awards (#) (1) | Grant Date Fair Value of RSU Awards ($) (2) | | Niraj Shah | — | — | | Steven Conine | — | — | | Jon Blotner | 79,017 | 4,277,176 | | Kate Gulliver | 87,908 | 4,728,130 | | Thomas Netzer | 110,617 | 5,981,255 | | Fiona Tan | 113,019 | 6,103,707 |
Equity Awards
(1)See the “Grants of Plan-Based Awards in 2024” table below for more information related to each award. (2)Represents the aggregate fair value on the grant date of RSUs granted to our NEOs calculated in accordance with FASB ASC Topic 718. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2024 Form 10-K for a discussion of assumptions made in determining the value of our stock awards. In light of Messrs. Shah’s and Conine’s significant equity interests in Wayfair, the compensation committee believes that their long-term interests are linked to those of our stockholders and, therefore, did not grant equity awards to our Co-Founders in 2024.
Employment and Change in Control Arrangements
Employment and Change in Control Arrangements
Employment Agreements
Employment Agreements We have employment letter agreements with certain of our NEOs, the material terms of which are described below. Messrs. Shah and Conine: We entered into amended and restated employment letter agreements with Messrs. Shah and Conine on May 6, 2014, which entitle each of Messrs. Shah and Conine to receive an annual base salary, subject to periodic increases (but not decreases) at the discretion of the Board. The letter agreements also entitle them to participate in the employee benefit plans and programs that we offer to our other full-time employees. Messrs. Shah’s and Conine’s employment letter agreements contain restrictive covenants which prohibit them from competing with us or soliciting our employees, consultants or suppliers for twenty-four (24) months following termination of employment. Pursuant to Messrs. Shah’s and Conine’s employment letter agreements, if we terminate their employment without cause (as defined in the employment letter agreements) or if they resign for good reason (as defined in the employment letter agreements) they will receive healthcare benefit continuation until the earlier of (i) the last day of the applicable COBRA period and (ii) twenty-four (24) months following termination.
Employment Agreements
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Employment Agreements
Other NEOs: We have not entered into employment agreements with Messrs. Blotner or Netzer, or Mses. Gulliver or Tan, however, each of Messrs. Blotner and Netzer, and Mses. Gulliver and Tan is subject to the company’s non-compete, non-solicitation, non-disclosure and invention agreement designed for all employees.
Restricted Stock Unit Vesting
Restricted Stock Unit Vesting The award agreements governing the NEOs’ outstanding RSU awards provide that, in the event of termination of employment within twelve (12) months following a change in control (as each such term is defined in the applicable award agreement) for any reason other than cause (excluding a resignation by the NEO or a termination as a result of the NEO’s death or disability), 50% of the NEOs’ unvested RSUs will vest.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The compensation committee generally will review and approve equity awards to our NEOs and other eligible employees quarterly. We also may make equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion. We do not backdate or retroactively grant RSUs. Generally we grant equity awards to our NEOs quarterly and at the same time each quarter, consistent with grants to our other employees, in order to more closely align our employees, including our NEOs, with their target total compensation. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions. As noted in “Equity Awards” above, we plan to transition back to a longer-term award structure in the future. The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to make new grants of any such awards, the Board and the compensation committee will evaluate the appropriate steps to take in relation to the foregoing.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
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Summary Compensation Table
Summary Compensation Table The following table sets forth information with respect to the compensation of our NEOs for the fiscal years indicated:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Niraj Shah, Co-Founder, Chief Executive Officer and President, Director (Co-Chairman) | 2024 | 80,000 | — | — | 203,145 | 283,145 | | | 2023 | 80,000 | — | — | 145,167 | 225,167 | | | 2022 | 80,000 | — | — | 671,221 | 751,221 | | Steven Conine, Co-Founder, Director (Co-Chairman) | 2024 | 80,000 | — | — | 4,605 | 84,605 | | | 2023 | 80,000 | — | — | 70,299 | 150,299 | | | 2022 | 80,000 | — | — | 28,761 | 108,761 | | Jon Blotner President, Commercial and Operations (4) | 2024 | 250,000 | — | 4,277,176 | 9,231 | 4,536,407 | | | 2023 | 250,000 | — | 2,270,528 | 9,231 | 2,529,759 | | Kate Gulliver, Chief Financial Officer and Chief Administrative Officer (5) | 2024 | 250,000 | — | 4,728,130 | 10,000 | 4,988,130 | | | 2023 | 250,000 | — | 4,892,322 | 10,000 | 5,152,322 | | | 2022 | 236,539 | 13,462 | 2,076,887 | 9,462 | 2,336,350 | | Thomas Netzer, Former Chief Operating Officer (6) | 2024 | 250,000 | — | 5,981,255 | 12,472 | 6,243,727 | | | 2023 | 250,000 | — | 4,450,789 | 13,655 | 4,714,444 | | | 2022 | 236,539 | 13,462 | 7,151,187 | — | 7,401,188 | | Fiona Tan, Chief Technology Officer (7) | 2024 | 250,000 | — | 6,103,707 | 9,616 | 6,363,323 | | | 2023 | 250,000 | — | 4,448,433 | 10,000 | 4,708,433 | | | 2022 | 236,539 | 13,462 | 5,251,708 | 9,462 | 5,511,171 |
Summary Compensation Table
(1)Represents the discretionary cash bonuses previously paid to our NEOs under our annual cash bonus program. In 2022, cash bonuses were eliminated to incorporate cash bonus amounts into regular base salaries. Amounts in 2022 reflect prorated NEO bonuses based on the overall individual performance of the NEOs for the compensation period in 2022 prior to the termination of the corporate bonus program. (2)Represents the aggregate fair value on the grant date of RSUs granted to our NEOs calculated in accordance with FASB, ASC Topic 718, related to service-based vesting. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2024 Form 10-K for a discussion of assumptions made in determining the value of our stock awards.
Summary Compensation Table
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Summary Compensation Table
(3)For Mr. Blotner and Mses. Gulliver and Tan, amounts reported for 2024 represent employer contributions under our 401(k) Plan. For Messrs. Shah and Conine, amounts reported in 2024 represent employer contributions under our 401(k) Plan and also include approximately $199,945 and $1,405, respectively, for costs related to personal security under the Co-Founders’ overall security program. For Mr. Netzer, the amounts reported in 2024 and 2023 represent amounts paid to a third party service provider to assist in the preparation of Mr. Netzer’s income tax returns. (4)Mr. Blotner was appointed our President, Commercial and Operations, effective January 1, 2025. Mr Blotner previously served as our Chief Commercial Officer since October 1, 2023. (5)Ms. Gulliver was appointed our Chief Financial Officer and Chief Administrative Officer effective November 1, 2022. (6)Mr. Netzer retired from his position as Chief Operating Officer effective December 31, 2024 and is serving as a non-executive employee through October 2025 to support his transition. Amounts paid to Mr. Netzer that were denominated in Euros have been converted to U.S. dollars. For 2024, the average daily exchange rate was 1€ to $1.08. (7)Ms. Tan was appointed our Chief Technology Officer effective March 1, 2022.
Summary Compensation Table
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Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table sets forth information regarding the grant of plan-based awards made during 2024 to our NEOs under the Wayfair Inc. 2023 Incentive Award Plan (the “2023 Plan”):
Grants of Plan-Based Awards in 2024
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | Niraj Shah | — | — | — | | Steven Conine | — | — | — | | Jon Blotner(2) | 3/21/2024 | 17,502 | 1,149,706 | | (3) | 6/14/2024 | 18,256 | 960,631 | | (4) | 9/13/2024 | 23,204 | 1,098,709 | | (5) | 12/12/2024 | 20,055 | 1,068,129 | | Kate Gulliver(6) | 3/21/2024 | 17,494 | 1,149,181 | | (7) | 6/14/2024 | 20,749 | 1,091,812 | | (8) | 9/13/2024 | 26,738 | 1,266,044 | | (9) | 12/12/2024 | 22,927 | 1,221,092 | | Thomas Netzer(10) | 3/21/2024 | 24,185 | 1,588,713 | | (11) | 6/14/2024 | 25,383 | 1,335,653 | | (12) | 9/13/2024 | 32,924 | 1,558,951 | | (13) | 12/12/2024 | 28,125 | 1,497,938 | | Fiona Tan(14) | 3/21/2024 | 24,171 | 1,587,793 | | (15) | 6/14/2024 | 26,183 | 1,377,749 | | (16) | 9/13/2024 | 33,735 | 1,597,352 | | (17) | 12/12/2024 | 28,930 | 1,540,812 |
Grants of Plan-Based Awards in 2024
(1)Represents the aggregate fair value on the grant date of RSUs granted to our NEOs calculated in accordance with FASB ASC Topic 718. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2024 Form 10-K for a discussion of assumptions made in determining the value of our stock awards. (2)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on April 1, 2024 with respect to all 17,502 shares. (3)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on July 1, 2024 with respect to all 18,256 shares. (4)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on October 1, 2024 with respect to all 23,204 shares. (5)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on January 1, 2025 with respect to all 20,055 shares. (6)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on April 1, 2024 with respect to all 17,494 shares.
Grants of Plan-Based Awards in 2024
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Grants of Plan-Based Awards in 2024
(7)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on July 1, 2024 with respect to all 20,749 shares. (8)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on October 1, 2024 with respect to all 26,738 shares. (9)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on January 1, 2025 with respect to all 22,927 shares. (10)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on April 1, 2024 with respect to all 24,185 shares. (11)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on July 1, 2024 with respect to all 25,383 shares. (12)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on October 1, 2024 with respect to all 32,924 shares. (13)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on January 1, 2025 with respect to all 28,125 shares. (14)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on April 1, 2024 with respect to all 24,171 shares. (15)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on July 1, 2024 with respect to all 26,183 shares. (16)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on October 1, 2024 with respect to all 33,735 shares. (17)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on January 1, 2025 with respect to all 28,930 shares.
Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information regarding the outstanding equity awards held by our NEOs as of December 31, 2024:
Outstanding Equity Awards at Fiscal Year-End 2024
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) (1) | | Niraj Shah | — | — | | | Steven Conine | — | — | | | Jon Blotner(2) | 11/12/2020 | 670 | 29,694 | | (3) | 11/11/2021 | 2,355 | 104,374 | | (4) | 4/18/2022 | 2,439 | 108,096 | | (5) | 12/12/2024 | 20,055 | 888,838 | | Kate Gulliver(6) | 11/12/2020 | 1,340 | 59,389 | | (7) | 11/11/2021 | 2,290 | 101,493 | | (8) | 4/18/2022 | 2,916 | 129,237 | | (9) | 2/1/2023 | 6,826 | 302,528 | | (10) | 12/12/2024 | 22,927 | 1,016,125 | | Thomas Netzer(11) | 2/11/2021 | 4,682 | 207,506 | | (12) | 4/18/2022 | 13,894 | 615,782 | | (13) | 12/12/2024 | 28,125 | 1,246,500 | | Fiona Tan(14) | 4/18/2022 | 14,138 | 626,596 | | (15) | 12/12/2024 | 28,930 | 1,282,178 |
Outstanding Equity Awards at Fiscal Year-End 2024
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Outstanding Equity Awards at Fiscal Year-End 2024
(1)Amount shown is based on the closing price of our Class A common stock, of $44.32 as reported on the NYSE on December 31, 2024, the last trading day of our most recently completed fiscal year. (2)These RSUs, which were granted in multiple awards on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, an aggregate amount of 670 shares will vest in four substantially equal quarterly amounts commencing on January 1, 2025. (3)These RSUs, which were granted in multiple awards on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, an aggregate amount of 1,049 shares will vest in four substantially equal quarterly amounts commencing on January 1, 2025 and an aggregate amount of 1,306 shares will vest in four substantially equal quarterly amounts commencing on January 1, 2026. (4)These RSUs, which were granted in multiple awards on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. Subject to continued service on each applicable vesting date, 493 shares vested on January 1, 2025, 494 vested on April 1, 2025, an aggregate amount of 723 shares will vest in four substantially equal quarterly amounts commencing July 1, 2025 and an aggregate amount of 729 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. (5)These RSUs, which were granted on December 12, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied and the shares vested in full on January 1, 2025. (6)These RSUs, which were granted in multiple awards on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, an aggregate amount of 1,340 shares will vest in four substantially equal quarterly amounts commencing January 1, 2025. (7)These RSUs, which were granted in multiple awards on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, an aggregate amount of 723 shares will vest in four substantially equal quarterly amounts commencing January 1, 2025, and an aggregate amount of 1,567 shares will vest in four substantially equal quarterly amounts commencing on January 1, 2026. (8)These RSUs, which were granted in multiple awards on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. Subject to continued service on each applicable vesting date, 586 shares vested on January 1, 2025, 587 shares vested on April 1, 2025, an aggregate amount of 868 shares will vest in four substantially equal quarterly amounts commencing July 1, 2025 and an aggregate amount of 875 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. (9)These RSUs, which were granted in multiple awards on February 01, 2023, vest upon the satisfaction of a service condition and have no expiration date. Subject to continued service on each applicable vesting date, 1,389 shares vested on January 1, 2025 and April 1, 2025, an aggregate amount of 2,336 shares will vest in four substantially equal quarterly amounts commencing July 1, 2025 and an aggregate amount of 1,712 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. (10)These RSUs, which were granted on December 12, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied and the shares vested in full on January 1, 2025. (11)These RSUs, which were granted in multiple awards on February 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, an aggregate amount of 4,682 shares will vest in four substantially equal quarterly amounts commencing March 15, 2025. (12)These RSUs, which were granted in multiple awards on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. Subject to continued service on each applicable vesting date, 2,889 shares vested on each of January 1, 2025 and April 1, 2025, an aggregate amount of 3,321 shares will vest in four substantially equal quarterly amounts commencing July 1, 2025 and an aggregate amount of 4,795 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. (13)These RSUs, which were granted on December 12, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied and the shares vested in full on January 1, 2025.
Outstanding Equity Awards at Fiscal Year-End 2024
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Outstanding Equity Awards at Fiscal Year-End 2024
(14)These RSUs, which were granted in multiple awards on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. Subject to continued service on each applicable vesting date, 1,400 vested on January 1, 2025, 1,401 shares vested on April 1, 2025, an aggregate 6,542 shares will vest in four substantially equal quarterly amounts commencing July 1, 2025, and an aggregate amount of 4,795 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. (15)These RSUs, which were granted on December 12, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied and the shares vested in full on January 1, 2025.
Stock Vested in Fiscal Year 2024
Stock Vested in Fiscal Year 2024 The following table provides information regarding the vesting of RSUs held by NEOs for the year ended December 31, 2024. Our NEOs do not hold any stock options.
Stock Vested in Fiscal Year 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Niraj Shah | — | — | | Steven Conine | — | — | | Jon Blotner | 85,712 | 4,804,614 | | Kate Gulliver | 100,410 | 5,613,957 | | Thomas Netzer | 132,836 | 7,428,892 | | Fiona Tan | 131,391 | 7,358,263 |
Stock Vested in Fiscal Year 2024
(1)The value realized upon vesting has been calculated by multiplying the gross number of shares acquired on the vesting date, before tax withholding, by the closing stock price as reported on the NYSE of our Class A common stock on the vesting date. Therefore, the amounts shown in this column do not represent the actual amounts paid to or realized by the NEO during fiscal 2024.
Pension and Nonqualified Deferred Compensation Plans
Pension and Nonqualified Deferred Compensation Plans Our NEOs do not participate in any pension or nonqualified deferred compensation plans and received no pension benefits or nonqualified deferred compensation during the fiscal year ended December 31, 2024.
Pension and Nonqualified Deferred Compensation Plans
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Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Certain of our NEOs have an employment letter agreement that provides for the payment or reimbursement of the cost for the continuation of certain health care benefits upon termination of employment. See “Employment and Change in Control Arrangements” above for a description of these arrangements with our NEOs. In addition, pursuant to the terms of the award agreements governing their outstanding equity awards, our NEOs are entitled to double-trigger equity acceleration upon termination of their employment for any reason other than cause (excluding a resignation by the NEO or as a result of the NEO’s death or disability) occurring within twelve (12) months following a change in control. The following table sets forth the benefits that our NEOs would have received assuming a hypothetical termination of employment effective as of December 31, 2024 by us without cause or by the executive for good reason within twelve (12) months following a change in control. As previously announced, Mr. Netzer retired from his position as Chief Operating Officer effective December 31, 2024 and is serving as a non-executive employee through October 2025 to support his transition. Accordingly, Mr. Netzer was not entitled to any payments or benefits as a result of his retirement.
Potential Payments upon Termination or Change in Control
| Name | Payment Type | Termination without Cause/Resignation for Good Reason ($) | Termination without Cause following a Change in Control ($) | | Niraj Shah(1) | Benefit Continuation | 48,449 | 48,449 | | (2) | Equity Vesting | — | — | | | Total | 48,449 | 48,449 | | Steven Conine(1) | Benefit Continuation | 49,933 | 49,933 | | (2) | Equity Vesting | — | — | | | Total | 49,933 | 49,933 | | Jon Blotner(2) | Equity Vesting | — | 565,501 | | Kate Gulliver(2) | Equity Vesting | — | 804,386 | | Thomas Netzer(2) | Equity Vesting | — | 1,034,894 | | Fiona Tan(2) | Equity Vesting | — | 954,387 |
Potential Payments upon Termination or Change in Control
(1) Represents twenty-four (24) months of COBRA premiums.. (2) Represents the market value of 50% of the unvested RSUs that would accelerate and is based on the closing price of our Class A common stock of $44.32 per share as reported on the NYSE on December 31, 2024, the last trading day of our most recently completed fiscal year.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing disclosure regarding the ratio of the annual total compensation of Niraj Shah, our CEO, to that of our median employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. We identified the median employee by examining all W-2 reported earnings and similar reported earnings for employees located in jurisdictions outside the United States, excluding our CEO, for those who were employed by us on December 31, 2024. We included all employees, whether employed on a full-time or part-time basis. This reflects an analysis of our global workforce of 13,497 active employees as of December 31, 2024. After identifying the median employee based on reported earnings through December 31, 2024, we calculated the annual total compensation for 2024 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For 2024, the value of the annual total compensation of the median employee was $49,158. For 2024, the annual total compensation of our CEO was $283,145. The resulting ratio of the two amounts is approximately 6:1.
CEO Pay Ratio Disclosure
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Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following pay versus performance table to illustrate the relationship between executive compensation actually paid (“CAP”), as calculated under applicable SEC rules, and our financial performance. The table presented below discloses CAP for (i) the company’s principal executive officer (“PEO”), Mr. Shah, and (ii) the company’s NEOs other than Mr. Shah (collectively, “Non-PEO NEOs”), on an average basis. Total compensation for our PEO and the Non-PEO NEOs is not tied to any specific company performance measures. The amounts set forth below may vary significantly year over year due to factors such as stock price volatility, as was the case for the years presented here, particularly 2022 versus 2021. For additional information, see “Compensation Overview” and “Elements of Our Executive Compensation Program” above.
Pay versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table (“SCT”) Total for PEO ($) (1) | CAP to PEO ($) (2) | Average SCT Total for Non-PEO NEOs ($) (3) | Average CAP to Non-PEO NEOs ($) (4) | Total Shareholder Return (TSR) ($) (5) | Peer Group TSR ($) (5) | Net (Loss) Income ($ in millions) (6) | | 2024 | 283,145 | 283,145 | 4,443,238 | 4,001,630 | 49.01 | 188.41 | (492) | | 2023 | 225,167 | 225,167 | 3,567,542 | 5,552,039 | 68.24 | 168.04 | (738) | | 2022 | 751,221 | 751,221 | 4,472,309 | (3,451,909) | 36.38 | 138.26 | (1,331) | | 2021 | 227,271 | 227,271 | 5,650,305 | 2,656,235 | 210.16 | 202.49 | (131) | | 2020 | 83,274 | 83,274 | 2,908,692 | 12,560,893 | 249.84 | 141.63 | 185 |
Pay versus Performance
(1) Mr. Shah was the PEO for all five years in the table. (2) To calculate average CAP, the average SCT Totals for the PEO are adjusted in accordance with Item 402(v) of Regulation S-K and presented in the table below. These amounts do not reflect actual amounts paid to or realized by the PEO. For the fiscal years presented, Mr. Shah did not have compensation that required adjustments from his SCT Total to calculate CAP, and therefore his SCT Total and CAP are the same.
Pay versus Performance
| | Year | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total | $283,145 | $225,167 | $751,221 | $227,271 | $83,274 | | Less value of Stock Awards reported in SCT | — | — | — | — | — | | Plus year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year | — | — | — | — | — | | Plus year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | — | — | — | — | | Plus fair value as of vesting date of equity awards granted and vested in the covered fiscal year | — | — | — | — | — | | Plus year over year change in fair value of equity awards granted in prior years that vested in the covered fiscal year | — | — | — | — | — | | Less prior year-end fair value for any equity awards forfeited in the covered fiscal year | — | — | — | — | — | | CAP Total | $283,145 | $225,167 | $751,221 | $227,271 | $83,274 |
Pay versus Performance
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Pay versus Performance
(3) Represents the average SCT Totals for NEOs other than Mr. Shah. For 2024, Messrs. Conine, Blotner and Netzer and Mses. Gulliver and Tan were the Non-PEO NEOs. For 2023, Messrs. Conine, Blotner, Netzer and Oblak and Mses. Gulliver and Tan were the Non-PEO NEOs. For 2022, Messrs. Conine, Fleisher, Netzer and Oblak and Mses. Gulliver and Tan were the Non-PEO NEOs and for 2021 and 2020, Messrs. Conine, Fleisher, Macri, Miller, Netzer and Oblak were the Non-PEO NEOs. (4) To calculate average CAP, the average SCT Totals for Non-PEO NEOs are adjusted in accordance with Item 402(v) of Regulation S-K and are presented in the table below. These amounts do not reflect actual amounts paid to or realized by the Non-PEO NEOs.
Pay versus Performance
| | Year | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total | $4,443,238 | $3,567,542 | $4,472,309 | $5,650,305 | $2,908,692 | | Less value of Stock Awards reported in SCT | (4,218,053) | (3,325,344) | (4,240,052) | (5,418,746) | (2,681,909) | | Plus year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year | 886,728 | 1,337,964 | 1,460,036 | 1,871,141 | 1,834,706 | | Plus year over year change in fair value of outstanding and unvested equity awards granted in prior years | (179,188) | 662,696 | (3,204,904) | (931,839) | 6,305,748 | | Plus fair value as of vesting date of equity awards granted and vested in the covered fiscal year | 3,230,620 | 2,722,443 | 497,452 | 591,629 | 1,466,451 | | Plus year over year change in fair value of equity awards granted in prior years that vested in the covered fiscal year | (161,715) | 586,738 | (2,436,750) | 1,552,358 | 2,727,205 | | Less prior year-end fair value for any equity awards forfeited in the covered fiscal year | — | — | — | (658,613) | — | | CAP Total | $4,001,630 | $5,552,039 | $(3,451,909) | $2,656,235 | $12,560,893 |
Pay versus Performance
(5) For purposes of calculating peer group TSR, we utilized the S&P Retail Select Industry Index. In accordance with applicable SEC rules, peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR is determined based on the value of an initial fixed investment of $100 in our Class A common stock measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table, assuming the reinvestment of any dividends. (6) Represents net (loss) income, as reflected in the company’s audited financial statements included in our annual report on Form 10-K.
Relationship Between Pay versus Performance
Relationship Between Pay versus Performance The objectives of our compensation philosophy are to attract, incentivize, and retain our NEOs, reward NEO achievements, and ensure that executive compensation is meaningfully related to the creation of stockholder value. The company does not use a company performance measure or TSR or net (loss) income to determine executive compensation opportunities or outcomes. As a result, while the company is required to include TSR and net (loss) income as a comparison in our Pay Versus Performance table and the graph below, we would not necessarily
Relationship Between Pay versus Performance
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Relationship Between Pay versus Performance
expect to see alignment between our CAP and these measures. The chart below reflects the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and TSR for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020. The chart below reflects the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and our net (loss) income for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020.
Relationship Between Pay versus Performance
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