Ann Mitchell
About Ann Mitchell
Ann Mitchell is Chief Financial Officer of Allbirds, Inc. (appointed effective April 24, 2023) with prior senior finance leadership roles at Gymshark and adidas; she holds a B.A. in Economics (University of Puget Sound) and an MBA and M.Sc. in Finance (University of Denver). As of April 25, 2024 she was 47 years old; tenure as CFO began in April 2023 . Her 2024 annual bonus was determined under corporate metrics (U.S. net revenue and adjusted EBITDA) with the Compensation Committee approving a final payout of 35% of target for named executive officers, indicating rigorous pay-for-performance calibration in a challenging year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gymshark | VP, Finance & Insights, North America | Jun 2021 – Mar 2023 | Led financial strategy for North America; oversaw finance, analytics, research; senior leadership team member . |
| adidas | Senior Vice President of Finance (CFO), North America | Aug 2017 – Mar 2021 | Drove strategic growth; led finance, demand planning, accounting, controlling for NA region . |
| adidas | Progressive senior finance leadership roles | May 2011 – Mar 2021 | Advanced through multiple senior finance roles prior to NA CFO . |
External Roles
- No public company board roles disclosed for Ms. Mitchell in Allbirds’ executive officer biographies and proxy materials .
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual base salary (paid) | $252,404 | $383,077 | Pro rata in 2023 (joined Apr 2023); 2024 reflects partial-year pay at updated rate . |
| Base salary (annualized policy) | $375,000 initial | Increased to $385,000 (approved May 2024) | Initial per offer letter; increase approved by Compensation Committee . |
| Target annual bonus % | 40% target; up to 80% max (offer letter) | 45% target; 90% max (FY24 plan) | FY24 corporate plan adjusted target and cap . |
| Actual annual bonus (paid) | $62,481 | $60,335 | FY24 payout equals 35% of target per Committee approval . |
| All other compensation | $18,483 | $13,800 | Company 401(k) contributions per plan . |
| Perquisites | — | — | Company generally does not offer perquisites to NEOs . |
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| FY2024 Annual Cash Bonus | U.S. net revenue | 30% | Company targets set by Board | Included in overall payout determination; final payout set at 35% of target | Paid after year-end upon Committee approval . |
| FY2024 Annual Cash Bonus | Adjusted EBITDA | 70% | Company targets set by Board | Included in overall payout determination; final payout set at 35% of target | Paid after year-end upon Committee approval . |
| FY2024 Discretionary Modifier | Sustainability and strategic transformation | +/- 20% | Committee discretion | Committee approved final payout at 35% of target for NEOs | N/A (cash). |
Notes:
- Offer letter bonus framework provides up to 80% maximum with 40% target (initial); the FY2024 program used a 45% target and 90% max for Ms. Mitchell .
- No PSUs specifically disclosed for Ms. Mitchell; her equity awards are time-based RSUs and options (see Equity Ownership & Alignment) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial new-hire equity (as disclosed) | Option to purchase 1,600,000 shares at $1.25 and 827,358 RSUs; 25% cliff vest on June 1, 2024, then in 12 equal quarterly installments thereafter; sign-on bonus $12,000 and up to $10,000 relocation . |
| Initial new-hire equity (later proxy presentation) | Option to purchase 80,000 shares at $1.25 and 41,368 RSUs; same vesting terms (25% on June 1, 2024, then 12 quarterly installments) . |
| 2024 annual grant | 20,000 RSUs; 1/12 vested Dec 1, 2024, remainder in equal quarterly installments over next 3 years, subject to service . |
| Outstanding awards at 12/31/2024 | Options: 30,000 exercisable; 50,000 unexercisable; exercise price $25.00; expiration 5/1/2033. RSUs: 25,856 unvested (5/1/2023 grant); additional 18,334 unvested (9/1/2024 grant). See footnotes for vesting cadence . |
| Beneficial ownership (as of Mar 31, 2025) | 54,161 shares of Class A Common Stock; <1% ownership . |
| Beneficial ownership (as of Mar 31, 2024) | 16,743 shares of Class A Common Stock; <1% . |
| Beneficial ownership (as of Jun 20, 2024) | 591,505 shares of Class A Common Stock; <1%; ownership calculations per SEC rules and include equity vesting within 60 days as applicable . |
| Anti-hedging/anti-pledging | Hedging, short sales, margin, and derivatives are prohibited; pledging is prohibited absent pre-approval and is limited to ≤33% of holdings with demonstrated repayment capacity . |
| Section 16 compliance | One late Form 4 in Sept 2024 for Ms. Mitchell related to the annual equity incentive grant . |
Vesting specifics:
- New-hire option/RSUs: 25% vest on June 1, 2024, remainder in 12 equal quarterly installments thereafter (service-based) .
- 2024 RSU grant: 1/12 on Dec 1, 2024; then equal quarterly installments over three years .
- Outstanding award vesting footnotes in 2025 proxy detail the quarterly/semiannual schedules for each grant .
Employment Terms
| Term | Economics/Details |
|---|---|
| Employment type | At-will; governed by March 2023 offer letter . |
| Base salary & bonus terms | Initial base salary $375,000; annual bonus up to 80% with 40% target; increased annualized base salary to $385,000 in May 2024; FY2024 target bonus 45%, max 90% . |
| Sign-on/relocation | $12,000 sign-on bonus; up to $10,000 reimbursable relocation . |
| Severance (non‑CIC) | If involuntary termination without cause/for good reason before 12 months of service and prior to a change in control: 6 months base salary and up to 6 months COBRA (or cash equivalent), subject to release and conditions . |
| Severance (CIC double-trigger window) | If termination without cause/for good reason within 3 months before to 12 months after a change in control: lump sum equal to 12 months base salary + prorated target bonus (at 100% of target for articulated goals) + up to 12 months COBRA (or cash equivalent); time-based equity vests in full; performance awards per award terms . |
| Equity treatment if not assumed in CIC | If unassumed/continued awards at CIC closing, unvested equity fully vests (performance-based as if 100% of target), even without termination (single-trigger on non-assumption) . |
| Benefits & perqs | Eligible for company-wide health/welfare benefits; 401(k) plan with 2023 match formula; company generally does not offer perquisites to NEOs . |
Multi‑Year Total Compensation (NEO table)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 252,404 | 383,077 |
| Bonus ($) | 62,481 | 60,335 |
| Stock Awards ($) | 1,034,198 | 282,600 |
| Option Awards ($) | 919,040 | — |
| Non‑Equity Incentive Comp ($) | — | — |
| All Other Comp ($) | 18,483 | 13,800 |
| Total ($) | 2,286,606 | 739,812 |
Performance & Track Record
- CFO tenure since April 2023; executed under a bonus plan focused on U.S. net revenue and adjusted EBITDA, with the Compensation Committee approving a 35% of target payout for FY2024, evidencing disciplined pay outcomes tied to financial execution .
- As Principal Financial Officer, Ms. Mitchell signed SOX 302/906 certifications for periodic reports (e.g., Q1 2023 and FY2023 10-K), affirming disclosure controls and fair presentation of results .
Risk Indicators & Governance
- Anti-hedging and anti-pledging controls reduce misalignment risk; any pledging requires prior approval and stringent limits (≤33% of holdings) .
- One late Section 16 Form 4 in Sept 2024 related to an annual grant; monitor timeliness going forward .
- Severance/CIC protections include double-trigger vesting and cash benefits, standard for retention in transformation contexts .
Investment Implications
- Incentive alignment: Cash bonus metrics weighted 70% to adjusted EBITDA and 30% to U.S. net revenue, with a 35% of target payout for FY2024—suggesting measured payouts when performance is below plan; expect continued emphasis on profitability and revenue quality in incentive design .
- Vesting and potential liquidity: Time-based quarterly vesting across initial and 2024 RSU awards (after respective first-vest dates) creates periodic settlement windows; monitor Section 16 filings around vest dates for potential incremental insider selling signals .
- Retention and change-in-control: Double-trigger severance of 12 months base plus prorated target bonus and full acceleration of time-based equity upon qualifying CIC termination provides moderate retention support; non-assumption acceleration at CIC mitigates deal uncertainty risk .
- Ownership/pledging: Beneficial ownership remains <1%; anti-hedging/pledging policy limits downside insulation behaviors that could weaken alignment .