DEF 14A of Wayfair Inc.
Filed Mar 31, 2026 · FY20250001616707-26-000074
Our Board of Directors
Our Board of Directors Our Board is currently comprised of nine (9) members. The nine (9) 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 nine (9) 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 as of the Record Date.
Our Board of Directors
| 9 | |
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. | | | | | | | | | | | 7 | Public Company Board Service | | 9 | Executive Leadership & Human Capital Management | | 3 | Finance & Accounting Experience | | | 6 | Technology/Cyber Experience | | 9 | Retail Experience | | 8 | International Leadership |
Our Board of Directors
| 10 | |
Our Board of Directors
| | Niraj Shah Co-Founder and CEO Director Since: 2002 ‖ Age: 52 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: 53 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
| 11 | |
Our Board of Directors
| | Diana Frost Independent Director Director Since: 2025 ‖ Age: 43 Committees •Nominating & Corporate Governance 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: 67 Committees •Compensation Other current public company boards •Apple Inc. (NASDAQ: AAPL) 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 previously served on the boards of and Unilever PLC and Unilever N.V. from May 2018 to April 2025, 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
| 12 | |
Our Board of Directors
| | Jeremy King Independent Director Director Since: 2021 ‖ Age: 57 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: 53 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. 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
| 13 | |
Our Board of Directors
| | Harry A. "Hal" Lawton Independent Director Director Since: 2025 ‖ Age: 52 Committees •None Other current public company boards •Tractor Supply Company (NASDAQ: TSCO) Mr. Lawton has served as a member of our board since November 2025. Mr. Lawton has served as President and CEO of Tractor Supply Company since January 2020 and is a member of the company's Board of Directors. Previously, Mr. Lawton served as President of Macy’s from September 2017 to December 2019 and Senior Vice President, eBay North America from August 2015 to September 2017. Before joining eBay, Hal spent 10 years in various leadership roles at Home Depot, where he most recently was Senior Vice President for merchandising. Prior to that, Hal was an associate principal at McKinsey & Co. He holds dual bachelor’s degrees in Chemical Engineering and Pulp and Paper Science Technology from North Carolina State University and a Master of Business Administration from the University of Virginia. Mr. Lawton serves as a board member for the National Retail Federation and Business Roundtable. Mr. Lawton previously served as a board member of Sealed Air and Buffalo Wild Wings. We believe Mr. Lawton is qualified to serve on our Board due to his board and executive-level experience both in retail and in other businesses. | | | Jeffrey Naylor Independent Director Director Since: 2018 ‖ Age: 67 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. |
Our Board of Directors
| 14 | |
Our Board of Directors
| | Michael E. Sneed Independent Director Director Since: 2020 ‖ Age: 66 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. |
Director Compensation
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 2025, 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 vesting on a quarterly basis over a one (1) year period. In subsequent years, each non-employee director receives an annual follow-on RSU award with a value of $250,000, subject to vesting on a quarterly basis over a one (1) year period. These RSU awards are measured using the closing price of our Class A common stock as reported on the NYSE on the day before the applicable Board meeting approving such award. We reimburse all directors for reasonable travel expenses incurred in connection with Board and committee meetings. We have also entered into indemnification agreements with all of our directors. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors. The following table provides information regarding compensation of our non-employee directors for the year ended December 31, 2025:
Director Compensation
| 20 | |
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Diana Frost | — | 241,597 | — | 241,597 | | Andrea Jung | — | 251,142 | — | 251,142 | | Jeremy King | — | 251,142 | — | 251,142 | | Harry A. Lawton III(2) | — | 252,599 | — | 252,599 | | Michael Kumin | — | 241,597 | — | 241,597 | | Jeffrey Naylor | — | 241,597 | — | 241,597 | | Anke Schäferkordt | — | — | — | — | | Michael E. Sneed | — | 252,599 | — | 252,599 |
Director Compensation
(1) Represents the aggregate fair value on the grant date of RSUs granted in 2025 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 2025 Form 10-K for a discussion of assumptions made in determining the value of our stock awards. (2) Mr. Lawton was elected to the Board as a non-employee director on November 6, 2025. The following table shows the aggregate number of unvested RSUs held by our non-employee directors as of December 31, 2025:
Director Compensation
| Name | RSUs (#) | | Diana Frost | 1,825 | | Andrea Jung | 2,383 | | Jeremy King | 2,383 | | Michael Kumin | 1,825 | | Harry A. Lawton III(1) | 2,261 | | Jeffrey Naylor | 1,825 | | Anke Schäferkordt | — | | Michael E. Sneed | 2,261 |
Director Compensation
(1) Mr. Lawton was elected to the Board as a non-employee director on November 6, 2025.
Registration with the SEC
Registration with the SEC If our stockholders approve Proposal No. 4, and to the extent not already registered, we will file with the SEC a registration statement on Form S-8 to register the additional shares available for issuance under the 2023 Plan pursuant to Amendment No. 1, as soon as reasonably practicable after the approval. We have already filed with the SEC a registration statement on Form S-8 to register 5,000,000 of the 20,000,000 shares covered by Proposal No. 4. In order for Proposal No. 4 to be approved, holders of a majority of the votes properly cast at the Annual Meeting must vote “FOR” Proposal No. 4. Abstentions and broker non-votes are not votes cast and will not be counted either “FOR” or “AGAINST” the proposal. Therefore, abstentions and broker non-votes will have no effect on the proposal.
Registration with the SEC
| BOARD RECOMMENDATION | | | ☑ | THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL NO. 4. |
Registration with the SEC
| 37 | |
Registration with the SEC
| EXECUTIVE OFFICERS |
Registration with the SEC
The following table sets forth our executive officers and their respective ages and positions with us as of the Record Date.
Registration with the SEC
| Name | Age | Position(s) | | Niraj Shah | 52 | Co-Founder, Chief Executive Officer and President, Director (Co-Chairman) | | Jon Blotner | 45 | President, Commercial and Operations | | Kate Gulliver | 44 | Chief Financial Officer and Chief Administrative Officer | | Fiona Tan | 55 | Chief Technology Officer |
Registration with the SEC
Our Chief Executive Officer, Niraj Shah, also serves on our Board and his biographical information can be found above under the heading “Proposal No. 1 - Election of Directors.” The biographical information for our other executive officers is set forth below.
Registration with the SEC
| 38 | |
Registration with the SEC
| | Jon Blotner President, Commercial and Operations In Role Since: 2025 ‖ Age: 45 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: 44 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: 55 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 previously served on the Board of The AZEK Company Inc. |
Registration with the SEC
| 39 | |
Registration with the SEC
| EXECUTIVE COMPENSATION AND RELATED MATTERS |
Compensation Overview
Compensation Overview This CD&A provides an overview and analysis of the elements of our compensation program for our named executive officers (“NEOs”), identified below, the material compensation decisions made under that program and reflected in the executive compensation tables that follow this CD&A and the material factors considered in making those decisions. We believe in rewarding our NEOs for their performance and utilize compensation as a tool to attract and retain the high-caliber executives that we believe are critical to our long-term success. Equity compensation has always been and continues to be a significant component of our executive compensation program. This philosophy applies to our NEOs as well as many of our employees, with the equity weighting increasing with seniority. We do not believe success can be measured by any one specific performance metric. By weighting significantly towards equity, our compensation philosophy broadly incentivizes our NEOs to focus on the long-term value drivers that are most important for our customers and our suppliers, and which in turn should drive stock price appreciation and deliver value to our executives, employees and our stockholders. Equity awards are calculated using a trailing average stock price methodology to determine the number of shares granted, once the dollar value of the award has been determined. In 2025, we granted a performance stock unit (“PSU”) award to our Chief Executive Officer (sometimes referred to herein as the “CEO PSU Award”). We did not grant PSUs to our other NEOs. Our NEOs are all employed on an at-will basis, and do not receive material perquisites. We offer a qualified 401(k) retirement plan with employer matching, but do not offer nonqualified deferred compensation plans, supplemental executive retirement plan benefits or formal cash severance programs. Compensation for our NEOs consists primarily of the elements, and their corresponding objectives, identified in the following table.
Determination of Compensation
Determination of Compensation The compensation committee has primary authority to determine and approve compensation paid to our NEOs. Among its responsibilities, the compensation committee reviews compensation policies and practices to ensure alignment with our compensation philosophy and to confirm that total compensation paid to our NEOs is fair, reasonable and competitive. In doing so, the compensation committee considers national surveys and other publicly available executive compensation data, our position within our industry (including comparative performance), and each NEO’s level of expertise and experience. The compensation committee establishes NEO compensation targets, including base salary and equity compensation, and evaluates the performance of the Chief Executive Officer and other NEOs. The Co-Founders provide recommendations at least annually regarding the compensation of the NEOs, excluding themselves. NEO performance and compensation are reviewed and approved at least annually by the compensation committee. In 2025, the Special Committee (comprised of disinterested directors) recommended, and the Board, with Mr. Shah recusing himself from the deliberation and vote, approved the CEO PSU Award. In determining compensation for our NEOs, the compensation committee considers each NEO’s particular position and responsibility and relies upon the judgment and industry experience of its members, including their knowledge of competitive compensation levels across companies and industries. We believe that our compensation should be competitive with compensation for executive officers in similar positions and with similar responsibilities in the market. Our compensation committee, our total rewards team and our management reference national surveys and publicly available executive officer compensation data from e-commerce, retail, and technology organizations as an input for compensation decisions. In 2025, the Special Committee retained Compensia, a leading national compensation consulting firm, to provide independent advice in connection with the CEO PSU Award. Among other things, Compensia assisted the Special Committee with peer benchmarking and award design. Compensia also reviewed and advised the company with respect to the equity plan proposal included in this proxy statement. In 2023, we asked our stockholders, through an advisory vote, to approve the compensation of our NEOs. The 2023 advisory vote received the approval of 91.9% of the votes cast on the proposal. Although the results of the say-on-pay vote are advisory and not binding on the company, the Board or the compensation committee, we value the opinions of our stockholders and take the results of the say-on-pay vote into account when making decisions regarding the compensation of our NEOs. In 2022, our stockholders approved, on an advisory basis, a frequency of once every three (3) years for casting advisory votes to approve executive compensation. Consistent with that determination, an advisory vote on executive compensation is being held at the 2026 Annual Meeting, and the next advisory vote on the frequency of advisory votes to approve executive compensation will be held no later than the 2028 Annual Meeting.
Equity Awards
Equity Awards In furtherance of our focus on long-term performance, a significant portion of our NEOs’ total compensation is equity-based. For our NEOs other than Mr. Shah, the compensation committee believes that the granting of time-based restricted stock units (“RSUs”) encourages retention and aligns the interests of such NEOs with those of our stockholders, with a goal toward increasing stockholder value. The compensation committee determines the terms (including grant amounts and vesting schedules) of RSUs after taking into account other direct compensation elements, prior equity grants, recommendations from our Co-Founders regarding NEOs (excluding Mr. Shah), benchmarking inputs and the competitive landscape for executive talent. New NEOs may receive sizable equity awards at the time of hire and are eligible to receive additional awards to recognize performance and continue to incentivize our long-term strategic and financial objectives. Such equity awards are subject to service-based vesting conditions through the applicable vesting dates. We believe this structure encourages employees to take an owner mindset and focus on sustained stockholder value creation. In 2025, the CEO PSU Award was granted to Mr. Shah (contingent upon stockholder approval of an amendment to the 2023 Plan to increase the number of shares available for issuance thereunder). The Special Committee (comprised of disinterested directors) recommended, and the Board, with Mr. Shah recusing himself from the deliberation and vote, approved the CEO PSU Award. The CEO PSU Award covers a total of 5,000,000 shares, divided into six tranches over specified performance periods within the ten years following the grant date, with vesting of each tranche conditioned upon the satisfaction of both a service-based vesting condition and a performance-based vesting condition. The service-based vesting condition requires Mr. Shah to remain in his role as Chief Executive Officer through the applicable vesting dates. The performance-based vesting condition requires the achievement, over specified performance periods, of specified stock price hurdles ranging from $176 to $679 (measured using a 60-day trailing average closing stock price), representing premiums ranging from 100% to 675% above our closing price on the business day before the date the CEO PSU Award was approved. No portion of a tranche will vest unless both the service-based and performance-based vesting conditions applicable to such tranche are satisfied; if a stock price hurdle is not achieved within the applicable performance period (or if Mr. Shah is no longer our Chief Executive Officer when a stock price hurdle is achieved), the related tranche will be forfeited. Vesting of any tranche may occur no earlier than 2027. The award is subject to the company’s Clawback Policy (as defined below), and prohibits Mr. Shah from disposing of any shares delivered upon vesting of tranches two through
Equity Awards
| 42 | |
Equity Awards
six until after the one-year anniversary of the applicable vesting date (except as required to satisfy tax obligations related to such vesting). In response to prior stock price volatility, the compensation committee began granting quarterly equity awards in 2023 (and continued this practice through March 2026, except with respect to the CEO PSU Award) in order to more closely align realized equity value with target total compensation levels. Because our NEOs continue to hold equity awards granted in prior years, the size of equity awards in a particular year may vary among NEOs even where their target total compensation is similar, as more recent awards may reflect adjustments intended to align overall long-term equity positioning. Beginning in the 2026 compensation year (i.e., after our March quarterly grants), we plan to transition to annual equity awards, with equity continuing to vest quarterly, to more closely align with our broader historical philosophy of emphasizing long-term performance. The following equity awards were granted to our NEOs in 2025:
Equity Awards
| NEO | Shares of Class A Common Stock Subject to RSU Awards (#) (1) | Grant Date Fair Value of RSU Awards ($) (2) | Shares of Class A Common Stock Subject to CEO PSU Award (#) (1) | Grant Date Fair Value of CEO PSU Award ($) (3) | | Niraj Shah | | | 5,000,000 | 280,557,500 | | Jon Blotner | 134,894 | 7,879,223 | | | | Kate Gulliver | 131,117 | 7,660,668 | | | | Fiona Tan | 157,841 | 9,220,960 | | |
Equity Awards
(1)See the “Grants of Plan-Based Awards in 2025” 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 2025 Form 10-K for a discussion of assumptions made in determining the value of our stock awards. (3)The grant date fair value of the PSUs ranged from $48.55 to $72.18 per share, which was determined using a Monte Carlo simulation model. The Monte Carlo simulation included various assumptions such as the expected volatility. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2025 Form 10-K for a discussion of assumptions made in determining the value of the CEO PSU Award. In light of Mr. Shah’s significant equity interest in Wayfair, no time-based equity awards were granted to Mr. Shah in 2025. However, as described above, in 2025, the CEO PSU Award was granted to Mr. Shah, which is designed to retain and incentivize Mr. Shah in light of his consistent and unmatched leadership since co-founding the company.
Employment and Change in Control Arrangements
Employment and Change in Control Arrangements
Employment Agreements
Employment Agreements We have an employment letter agreement with Mr. Shah, the material terms of which are described below. Mr. Shah: We entered into an amended and restated employment letter agreement with Mr. Shah on May 6, 2014, which entitles Mr. Shah to receive an annual base salary, subject to periodic increases (but not decreases) at the discretion of the Board. The letter agreement also entitles him to participate in the employee benefit plans and programs that we offer to our other full-time employees. Mr. Shah’s employment letter agreement contains restrictive covenants which prohibit him from competing with us or soliciting our employees, consultants or suppliers for twenty-four (24) months following termination of employment. Pursuant to Mr. Shah’s employment letter agreement, if we terminate his employment without cause (as defined therein) or if he resigns for good reason (as defined therein) he 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. Other NEOs: We have not entered into employment agreements with Mr. Blotner or Mses. Gulliver or Tan, however, each of Mr. Blotner, 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 (including those granted in 2025) 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.
CEO PSU Award
CEO PSU Award In September 2025, in light of Mr. Shah’s founding role and long-term leadership, the Special Committee recommended, and the Board (with Mr. Shah recusing himself from the deliberation and vote) approved the CEO PSU Award, which was designed to further align his compensation opportunity with sustained stockholder value creation and to incentivize continued leadership through our next phase of growth. Pursuant to the award agreement governing the CEO PSU Award, vesting is subject to both continued service and achievement of specified stock price performance conditions, as described above. In the event of a change in control (as defined in the 2023 Plan), if the per-share acquisition price equals or exceeds any unachieved stock price hurdle applicable to one or more tranches and Mr. Shah continues to serve as Chief Executive Officer through the closing date, the applicable tranche(s) (or, if the acquisition price falls between two stock price hurdles, a pro rata portion of the next tranche determined by linear interpolation) will vest immediately prior to the closing of the change in control. Any tranches for which the applicable stock price hurdles are not satisfied as of the change in control will be forfeited.
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 has reviewed and approved equity awards to our NEOs and other eligible employees on a quarterly basis. We also make equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion. As noted in “Equity Awards” above, beginning in 2026, we expect to transition to an annual equity grant cycle (with off-cycle grants, as needed, for new hires, promotions or other business needs). We do not backdate or retroactively grant RSUs. In recent years (including 2025), we granted equity awards to our NEOs (other than Mr. Shah) 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. 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
| 45 | |
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 ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Niraj Shah, Co-Founder, Chief Executive Officer and President, Director (Co-Chairman) | 2025 | 80,000 | 280,557,500 | 209,568 | 280,847,068 | | | 2024 | 80,000 | — | 203,145 | 283,145 | | | 2023 | 80,000 | — | 145,167 | 225,167 | | Jon Blotner President, Commercial and Operations (3) | 2025 | 250,000 | 7,879,223 | 9,616 | 8,138,839 | | | 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 | 2025 | 250,000 | 7,660,668 | 10,000 | 7,920,668 | | | 2024 | 250,000 | 4,728,130 | 10,000 | 4,988,130 | | | 2023 | 250,000 | 4,892,322 | 10,000 | 5,152,322 | | Fiona Tan, Chief Technology Officer | 2025 | 250,000 | 9,220,960 | 10,000 | 9,480,960 | | | 2024 | 250,000 | 6,103,707 | 9,616 | 6,363,323 | | | 2023 | 250,000 | 4,448,433 | 10,000 | 4,708,433 |
Summary Compensation Table
(1)Represents the aggregate fair value on the grant date of RSUs and PSUs, granted to our NEOs (as applicable) calculated in accordance with FASB, ASC Topic 718. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2025 Form 10-K for a discussion of assumptions made in determining the value of our stock awards. For Mr. Shah, the PSUs are contingent upon stockholder approval of an amendment to the 2023 Plan to increase the number of shares available for issuance thereunder. (2)For Mr. Blotner and Mses. Gulliver and Tan, amounts reported for 2025 represent employer contributions under our 401(k) Plan. For Mr. Shah, the amount reported in 2025 represents employer contributions under our 401(k) Plan and also includes approximately $206,368 for costs related to personal security under the Co-Founders’ overall security program. (3)Mr. Blotner was appointed our President, Commercial and Operations, effective January 1, 2025. Mr. Blotner previously served as our Chief Commercial Officer since October 1, 2023.
Summary Compensation Table
| 46 | |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table sets forth information regarding the grant of plan-based awards made during 2025 to our NEOs under the Wayfair Inc. 2023 Incentive Award Plan (the “2023 Plan”):
Grants of Plan-Based Awards in 2025
| Name | Grant Date | Type of Award | Maximum estimated Future Payouts under equity incentive plan awards (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | Niraj Shah(2) | 9/19/2025 | PSU | 5,000,000 | | 280,557,500 | | Jon Blotner(3) | 3/19/2025 | RSU | | 38,742 | 1,227,734 | | (4) | 6/19/2025 | RSU | | 51,305 | 2,519,589 | | (5) | 9/22/2025 | RSU | | 26,145 | 2,229,907 | | (6) | 12/21/2025 | RSU | | 18,702 | 1,901,993 | | Kate Gulliver(7) | 3/19/2025 | RSU | | 37,068 | 1,174,685 | | (8) | 6/19/2025 | RSU | | 50,604 | 2,485,162 | | (9) | 9/22/2025 | RSU | | 25,444 | 2,170,119 | | (10) | 12/21/2025 | RSU | | 18,001 | 1,830,702 | | Fiona Tan(11) | 3/19/2025 | RSU | | 44,586 | 1,412,930 | | (12) | 6/19/2025 | RSU | | 60,990 | 2,995,219 | | (13) | 9/22/2025 | RSU | | 30,624 | 2,611,921 | | (14) | 12/21/2025 | RSU | | 21,641 | 2,200,890 |
Grants of Plan-Based Awards in 2025
(1)Represents the aggregate fair value on the grant date of RSUs and PSUs 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 2025 Form 10-K for a discussion of assumptions made in determining the value of our stock awards. (2)The grant date fair value of the PSUs ranged from $48.55 to $72.18 per share, which was determined using a Monte Carlo simulation model. The Monte Carlo simulation included various assumptions such as the expected volatility. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2025 Form 10-K for a discussion of assumptions made in determining the value of the PSU award. The PSUs are pursuant to the CEO PSU Award, which is contingent upon stockholder approval of Amendment No. 1 to the 2023 Plan to increase the number of shares available for issuance thereunder. The maximum estimated future payouts represents the maximum number of PSUs that are eligible to be earned pursuant to the agreement governing the CEO PSU Award. The actual number of PSUs that may vest, if any, will be determined based on the company’s achievement, over specific performance periods, of specified stock price hurdles ranging from $176 to $679 (measured using a 60-day trailing average closing stock price), subject to Mr. Shah’s continued service as our Chief Executive Officer as of the applicable vesting date(s). Accordingly, Mr. Shah may earn less than the maximum number of PSUs reflected in this table, including zero. (3)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on April 1, 2025 with respect to all 38,742 shares. (4)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on July 1, 2025 with respect to all 51,305 shares. (5)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on October 1, 2025 with respect to all 26,145 shares. (6)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on January 1, 2026 with respect to all 18,702 shares. (7)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on April 1, 2025 with respect to all 37,068 shares.
Grants of Plan-Based Awards in 2025
| 47 | |
Grants of Plan-Based Awards in 2025
(8)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on July 1, 2025 with respect to all 50,604 shares. (9)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on October 1, 2025 with respect to all 25,444 shares. (10)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on January 1, 2026 with respect to all 18,001 shares. (11)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on April 1, 2025 with respect to all 44,586 shares. (12)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on July 1, 2025 with respect to all 60,990 shares. (13)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on October 1, 2025 with respect to all 30,624 shares. (14)These RSUs vest upon the satisfaction of a service condition, which was fully satisfied on January 1, 2026 with respect to all 21,641 shares.
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information regarding the outstanding equity awards held by our NEOs as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year-End 2025
| | | 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) | 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) | | Niraj Shah(2) | 9/19/2025 | | | 5,000,000 | 502,050,000 | | Jon Blotner(3) | 11/11/2021 | 1,306 | 131,135 | | | | (4) | 4/18/2022 | 1,091 | 109,547 | | | | (5) | 12/21/2025 | 18,702 | 1,877,868 | | | | Kate Gulliver(6) | 11/11/2021 | 1,567 | 157,342 | | | | (7) | 4/18/2022 | 1,309 | 131,437 | | | | (8) | 2/1/2023 | 2,880 | 289,181 | | | | (9) | 12/21/2025 | 18,001 | 1,807,480 | | | | Fiona Tan(10) | 4/18/2022 | 8,066 | 809,907 | | | | (11) | 12/21/2025 | 21,641 | 2,172,973 | | |
Outstanding Equity Awards at Fiscal Year-End 2025
| 48 | |
Outstanding Equity Awards at Fiscal Year-End 2025
(1)Amount shown is based on the closing price of our Class A common stock, of $100.41 as reported on the NYSE on December 31, 2025, the last trading day of our most recently completed fiscal year. (2)Represents shares issuable under the CEO PSU Award, which is contingent upon stockholder approval of Amendment No. 1 to the 2023 Plan to increase the number of shares available for issuance thereunder. The CEO PSU Award is divided into six tranches over specified performance periods within the ten years following the grant date, with vesting of each tranche conditioned upon the satisfaction of both a service-based vesting condition and a performance-based vesting condition. The service-based condition requires Mr. Shah to remain in his role as Chief Executive Officer through the applicable vesting dates. The performance-based condition requires the achievement, over specified performance periods, of specified stock price hurdles ranging from $176 to $679 (measured using a 60-day trailing average closing stock price). (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. 326 shares vested on January 1, 2026. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 326 shares will vest on April 1, 2026, 326 shares will vest on July 1, 2026 and 327 shares will vest on October 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. 181 shares vested on January 1, 2026. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 181 will vest on April 1, 2026, and an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026. (5)These RSUs, which were granted on December 21, 2025, 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, 2026. (6)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. 391 shares vested on January 1, 2026. Subject to continued service on each applicable vesting date, 392 shares will vest on April 1, 2026, 392 shares will vest on July 1, 2026 and 392 shares will vest on October 1, 2026. (7)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. 217 shares vested on January 1, 2026. Subject to continued service on each applicable vesting date, 217 shares will vest on April 1, 2026, and an aggregate amount of 875 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. (8)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. 584 shares vested on January 1, 2026. Subject to continued service on each applicable vesting date, 584 shares will vest on April 1, 2026, and an aggregate amount of 1,712 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. (9)These RSUs, which were granted on December 21, 2025, 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, 2026. (10)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. 1,635 shares vested on January 1, 2026. Subject to continued service on each applicable vesting date, 1,636 shares will vest on April 1, 2026, and an aggregate amount of 4,795 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. (11)These RSUs, which were granted on December 21, 2025, 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, 2026.
Outstanding Equity Awards at Fiscal Year-End 2025
| 49 | |
Stock Vested in Fiscal Year 2025
Stock Vested in Fiscal Year 2025 The following table provides information regarding the vesting of RSUs held by NEOs for the year ended December 31, 2025. Our NEOs do not hold any stock options.
Stock Vested in Fiscal Year 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Niraj Shah | — | — | | Jon Blotner | 139,314 | 7,238,656 | | Kate Gulliver | 143,659 | 7,439,310 | | Fiona Tan | 171,202 | 8,901,247 |
Stock Vested in Fiscal Year 2025
(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 2025.
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, 2025.
Pension and Nonqualified Deferred Compensation Plans
| 50 | |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Mr. Shah has an employment letter agreement, which 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 this arrangement. 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 (except that the CEO PSU Award provides for potential vesting upon a change of control, depending on the per share acquisition price). The following table sets forth the benefits that our NEOs would have received assuming a hypothetical termination of employment effective as of December 31, 2025 by us without cause or by the executive for good reason within twelve (12) months following a change in control.
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 | 54,751 | 54,751 | | | Equity Vesting | — | — | | | Total | 54,751 | 54,751 | | Jon Blotner(2) | Equity Vesting | — | 1,059,275 | | Kate Gulliver(2) | Equity Vesting | — | 1,192,720 | | Fiona Tan(2) | Equity Vesting | — | 1,491,440 |
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 $100.41 per share as reported on the NYSE on December 31, 2025, 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, 2025. We included all employees, whether employed on a full-time or part-time basis. This reflects an analysis of our global workforce of 12,896 active employees as of December 31, 2025. After identifying the median employee based on reported earnings through December 31, 2025, we calculated the annual total compensation for 2025 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For 2025, the value of the annual total compensation of the median employee was $49,254. For 2025, the annual total compensation of our CEO was $280,847,068. The resulting ratio of the two amounts is approximately 5,702:1. The year-over-year increase in this ratio is primarily driven by the CEO PSU Award, which is included in the CEO’s annual total compensation as required under SEC rules and calculated in accordance with ASC 718. The CEO PSU Award is subject to multi-year service requirements and specified stock price performance thresholds and remains contingent upon stockholder approval of Amendment No. 1 to the 2023 Plan. Excluding the grant-date fair value of the CEO PSU Award, the CEO’s annual total compensation for 2025 would have been approximately $289,568, and the resulting pay ratio would have been approximately 6:1.
CEO Pay Ratio Disclosure
| 51 | |
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 has not been tied to any specific company performance measure. However, if Proposal No. 4 is approved at the Annual Meeting, total compensation for our PEO will be tied in part to stock price as the company’s performance measure. 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) | Company Selected Measure: Stock Price (7) | | 2025 | 280,847,068 | 323,977,068 | 8,513,489 | 9,065,717 | 44.44 | 143.95 | (313) | 100.41 | | 2024 | 283,145 | 283,145 | 4,443,238 | 4,001,630 | 19.62 | 133.04 | (492) | 44.32 | | 2023 | 225,167 | 225,167 | 3,567,542 | 5,552,039 | 27.31 | 118.65 | (738) | 61.70 | | 2022 | 751,221 | 751,221 | 4,472,309 | (3,451,909) | 14.56 | 97.63 | (1,331) | 32.89 | | 2021 | 227,271 | 227,271 | 5,650,305 | 2,656,235 | 84.12 | 142.97 | (131) | 189.97 |
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. The assumptions used for determining fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards.
Pay versus Performance
| | Year | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | $280,847,068 | $283,145 | $225,167 | $751,221 | $227,271 | | Less value of Stock Awards reported in SCT | (280,557,500) | — | — | — | — | | Plus year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year | 323,687,500 | — | — | — | — | | 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 | $323,977,068 | $283,145 | $225,167 | $751,221 | $227,271 |
Pay versus Performance
| 52 | |
Pay versus Performance
(3) Represents the average SCT Totals for NEOs other than Mr. Shah. For 2025, Mr. Blotner and Mses. Gulliver and Tan were the Non-PEO NEOs. 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. For 2021, 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 | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | $8,513,489 | $4,443,238 | $3,567,542 | $4,472,309 | $5,650,305 | | Less value of Stock Awards reported in SCT | (8,253,617) | (4,218,053) | (3,325,344) | (4,240,052) | (5,418,746) | | Plus year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year | 1,952,774 | 886,728 | 1,337,964 | 1,460,036 | 1,871,141 | | Plus year over year change in fair value of outstanding and unvested equity awards granted in prior years | 303,241 | (179,188) | 662,696 | (3,204,904) | (931,839) | | Plus fair value as of vesting date of equity awards granted and vested in the covered fiscal year | 6,472,864 | 3,230,620 | 2,722,443 | 497,452 | 591,629 | | Plus year over year change in fair value of equity awards granted in prior years that vested in the covered fiscal year | 76,966 | (161,715) | 586,738 | (2,436,750) | 1,552,358 | | Less prior year-end fair value for any equity awards forfeited in the covered fiscal year | — | — | — | — | (658,613) | | CAP Total | $9,065,717 | $4,001,630 | $5,552,039 | $(3,451,909) | $2,656,235 |
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, 2020, 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. (7) If Proposal No. 4 is approved at the Annual Meeting and the shares underlying the CEO PSU Award become issuable (subject to satisfaction of the service-based and performance-based terms thereof), stock price will be the most important financial performance measure used by the company to link CAP to our PEO to performance of the company. The prices in the table are the closing price of the company’s Class A common stock as reported on the last trading day of the fiscal year. See “Equity Awards” and “CEO PSU Award” for discussion of the stock price goals applicable to the CEO PSU Award.
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
| 53 | |
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, 2025, 2024, 2023, 2022 and 2021. 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, 2025, 2024, 2023, 2022 and 2021.
Relationship Between Pay versus Performance
| 54 | |
Relationship Between Pay versus Performance
The chart below reflects the relationship between CAP to the PEO and the year-end value of the Company’s stock, which is shown as the closing price as of the last trading day for the applicable year.