Joseph Gebbia
AirbnbAbout Joseph Gebbia
Joseph Gebbia, 43, is a co-founder of Airbnb and a Class II director up for re-election in 2025 with a term through 2028. He holds dual degrees in Graphic Design and Industrial Design from the Rhode Island School of Design (RISD) and currently serves on the RISD Board of Trustees. He is not independent under Nasdaq rules due to former executive status and serves on Airbnb’s Stakeholder Committee; all directors attended at least 75% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airbnb, Inc. | Co-founder; former executive officer; Director (Class II) | Co-founded 2008; current director term up for election in 2025 | Stakeholder Committee member (advisory focus on host endowment, stakeholder engagement) |
| Airbnb.org | Board member | Not stated | Philanthropic arm involvement (disclosed in 2024 proxy) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesla, Inc. | Director | Since September 2022 | Not specified in ABNB proxy |
| RISD (Rhode Island School of Design) | Board of Trustees | Current | Governance/education board role |
Board Governance
- Classification and committees: Class II director; member of Stakeholder Committee (advisory); not on Audit, People & Compensation, or Nominating committees .
- Independence: Not independent (former executive officer) under Nasdaq rules .
- Attendance: Board met 4 times in 2024; all directors attended ≥75% of board and applicable committee meetings; Stakeholder Committee met twice in 2024 .
- Lead independent director: Kenneth Chenault .
- Founder control provisions: Founders’ Nominating Agreement requires the company to include founders (including Gebbia) in director slates and recommend/support their election; Founder Voting Agreement binds founders and affiliated entities to vote for founders’ election and against removal, reinforcing founder influence in board composition .
Fixed Compensation
| Component | Policy Detail | Amount/Status |
|---|---|---|
| Annual cash retainer | Non-employee directors: $50,000/year | $50,000 |
| Committee fees (member) | Stakeholder Committee member retainer: $12,500/year | $12,500 |
| Committee chair fees | Not applicable (Gebbia is not a chair) | — |
| 2024 Fees earned (actual) | Director fees earned/paid in cash (Gebbia) | $62,500 |
| Cash-to-equity election | Directors may elect to receive cash fees as RSUs | Gebbia elected RSUs in lieu of cash; 433 RSUs granted in May 2024 for cash conversion |
Performance Compensation
| Component | Grant Detail | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $300,000 grant value on May 25, 2024 (2,076 RSUs, grant-date fair value $299,920) | Vests in full on 1st anniversary of grant, subject to continued service | Time-based, no performance metrics |
| Options/RSUs outstanding (director holdings) | Options: 19,135; RSUs: 2,509 (as of 12/31/2024) | Standard option 10-year term; RSUs time-based | Reflects historical awards; not performance-based |
No PSUs or performance metrics are used for director compensation; annual grants are time-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Company | Relationship to ABNB | Potential Interlock Risk |
|---|---|---|
| Tesla, Inc. (Director) | No disclosed supplier/customer relationship in ABNB proxy | No conflict disclosed; monitor for future related-party dealings |
| RISD Board; Airbnb.org | Non-profit roles | Not material related-party transactions disclosed |
Expertise & Qualifications
- Product/design leadership: Dual degrees from RISD; co-founder perspective and product vision .
- Technology/marketplace experience: Founding background aligns with Stakeholder Committee’s focus on hosts/guests/community .
- Public company governance: External directorship at Tesla since 2022 .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Voting Power (%) | Notes |
|---|---|---|---|---|
| Joseph Gebbia | 2,530,799 | 39,331,884 | 19.0 | Substantial founder voting power via Class B (20 votes/share); holdings include The Sycamore Trust and various LLCs; options 19,135; RSUs 2,509 |
| All execs & directors (11 persons) | 8,763,910 | 163,885,381 | 79.3 | Aggregate control concentrated among founders |
- Ownership guidelines: Non-employee directors must hold shares equal to 5× the annual cash retainer; compliance status for individual directors not disclosed .
- Hedging/pledging policy: Hedging prohibited; pledging restricted and requires board approval, capped at 5% of the officer/director’s company securities and loan amounts ≤$50 million .
Insider Trades (Signals)
| Trade Date | Action | Shares | Price (approx.) | Filing |
|---|---|---|---|---|
| Jan 28, 2025 | Sale | 214,285 | $129.21 | |
| Feb 11, 2025 | Sale | 214,285 | $135.04 | |
| Mar 25, 2025 | Sale | 214,285 | $129.38 | |
| Apr 22, 2025 | Sale | 214,285 | $114.22 | |
| Jun 23, 2025 | Sale | 236,000 | $129.46 |
- Trading plans: Multiple sales disclosed under Rule 10b5-1 trading plans adopted August 20, 2024 and February 26, 2025, indicating pre-arranged dispositions rather than ad hoc trades .
- Note: Aggregation sources cite recurring dispositions of ~214,285–238,509 shares per event during 2024–2025; monitor continued planned selling for alignment trends .
Governance Assessment
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Strengths:
- Independent majority board; key committees fully independent; clear lead independent director structure .
- Transparent director pay structure with modest cash, standard equity grants; option to take cash fees in RSUs aligns with shareholder interests .
- Robust policies: clawback, hedging prohibition, restricted pledging; independent compensation consultant with no conflicts (Semler Brossy) .
- Shareholder support: Say-on-Pay approvals of 98.8% (2024) and 99.1% (2023) signal broad investor confidence in compensation governance .
-
Watch items / potential conflicts:
- Multi-class capital structure concentrates voting power with founders; Founder Voting Agreement and Nominating Agreement structurally entrench founder-directors, which may limit the influence of Class A holders on board composition (governance overhang) .
- Independence: Gebbia is a non-independent insider (former executive), sitting on an advisory Stakeholder Committee; ensure ongoing robust independent oversight on fiduciary matters via other committees .
- Insider selling: Significant recurring planned sales in 2025 under Rule 10b5-1 plans; while pre-arranged, persistent dispositions warrant monitoring for signaling on long-term alignment and liquidity preferences .
-
Related-party transactions:
- No material related-party transactions disclosed involving Gebbia in 2024–2025 proxies; audit, risk & compliance committee chair reviews/approves RPTs quarterly .
-
RED FLAGS:
- Founder control and entrenchment via multi-class voting and agreements (structural governance risk) .
- Continued insider selling under trading plans (monitor for perception risk) .
Appendix: Director Compensation and Policy References
- Non-Employee Director Compensation Policy (cash retainers, committee fees, RSU program; cash-to-equity election) .
- Director compensation table (2024 actual: Gebbia fees $62,500; annual RSU grant ~$300k; RSU conversion counts) .
- Committee composition and meetings (Audit, People & Compensation, Nominating, Stakeholder) .
- Policies: Hedging/pledging restrictions; clawback; stock ownership (directors: 5× cash retainer) .