Dan Levitan

About Dan Levitan

Dan Levitan (age 67) is an independent Class II director of Allbirds, Inc., serving since 2016. He co-founded Maveron LLC in 1998 and is a Managing Member; prior public-company board service includes Trupanion, Inc. (April 2007–June 2024). He holds a B.A. in History from Duke University and an M.B.A. from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Levitan is independent under Nasdaq standards .
• Committee assignments:
  • Audit Committee member (committee met 4 times in FY2024) .
  • Management Compensation & Leadership Committee (Compensation Committee) Chair (committee met 6 times in FY2024) .
• Board leadership: Lead Independent Director is Dick Boyce, who presides over executive sessions and sets agendas with the CEO .
• Attendance: Board met 6 times in FY2024; all incumbent directors attended at least 75% of Board and committee meetings they served on .

Fixed Compensation

Director compensation earned (FY2024):

Performance Compensation

• Annual RSU awards (policy): Historically $150,000 grant-date fair value; reduced to $75,000 in 2023 and to a fixed 3,000 RSUs ($32,202 grant-date fair value) in 2024; annual awards vest by the next annual meeting or first anniversary, subject to service .
• No director options granted under current policy; Levitan had no options outstanding at FY2024 year-end .

Vesting schedule (Annual RSUs): Vest on earlier of first anniversary of grant or next annual meeting, subject to continued service; full vesting on change of control .

Other Directorships & Interlocks

Expertise & Qualifications

• Venture capital and extensive board service (Managing Member at Maveron) .
• Education: Duke University (B.A., History), Harvard Business School (M.B.A.) .

Equity Ownership

Notes:

• Anti-hedging and anti-pledging: Hedging, derivatives, short sales prohibited; pledging generally prohibited for directors. Executive officers may seek limited pre‑approval up to 33% of holdings; no director exceptions described .
• Ownership guidelines: Not explicitly disclosed for directors in the proxy .

Governance Assessment

• Committee leadership and independence: Levitan chairs the Compensation Committee and serves on Audit; Board determined he is independent under Nasdaq, and Compensation Committee members are independent. Compensation Committee met 6 times in FY2024, suggesting active oversight .
• Ownership alignment: Material equity exposure through Maveron’s Class B stake and personal Class A holdings provide strong voting alignment; Levitan personally had 3,000 RSUs outstanding at FY2024 year‑end .
• Pay structure: Director compensation shifted toward lower equity grant values in 2023 and 2024, and cash retainer increased mid‑2024—indicates cost discipline while maintaining equity alignment via RSUs .
• Risk oversight and engagement: Audit Committee responsibilities cover financial reporting, cybersecurity, internal audit, and related‑party reviews; Board met 6 times with ≥75% attendance across incumbents, and Lead Independent Director presides over executive sessions—supportive of effective oversight .
• Compensation governance: Farient Advisors engaged as independent consultant; committee follows advisor independence considerations and administers equity plans—positive process rigor .

RED FLAGS

• Significant shareholder affiliation: Levitan’s role at Maveron (33.1% of Class B; 27.2% voting power) plus ongoing registration rights may create perceived conflicts; mitigated by independence determination and a formal related‑party transactions policy requiring Audit Committee review and recusals .
• Concentrated voting power: Class B’s 10:1 voting structure amplifies influence of Maveron‑affiliated holdings under Levitan’s shared control, which can raise governance scrutiny in change‑of‑control or compensation decisions .

Compensation Structure Analysis

• Mix shift: Reduction of annual director RSU grant from typical $150,000 to $75,000 (2023) and then 3,000 RSUs ($32,202) in 2024 reduces guaranteed equity value; cash retainer increased from $35,000 to $50,000 effective July 1, 2024, modestly rebalancing toward fixed cash .
• Consultant engagement: Farient Advisors developed a comparative group and recommendations adopted—signals attention to market competitiveness with independence factors considered .

Related Party Transactions

• Policy: Formal Related Person Transactions Policy; Audit Committee must approve/ratify, with director recusals required where interests exist .
• Notable disclosures: Investors’ Rights Agreement includes Maveron‑affiliated holders (registration rights remain post‑IPO); no Levitan‑specific transactions beyond ownership were disclosed .

Say‑on‑Pay & Shareholder Feedback

• As an Emerging Growth Company, Allbirds does not hold say‑on‑pay or say‑on‑frequency votes while EGC status applies .
• Voting results disclosure: Company files Form 8‑K with annual meeting results within four business days .

Director Compensation (FY2024) — Detail

Committee Activity (FY2024)

Equity and Trading Policies

• Anti‑hedging/derivatives/short sales prohibited for directors .
• Pledging: Directors generally prohibited; executive officers may be granted limited exceptions with pre‑approval and capacity to repay .
• Clawback: Nasdaq‑compliant recoupment policy adopted; recovery of erroneously awarded incentive‑based compensation after restatements .