Joe Vernachio
About Joe Vernachio
Allbirds President, Chief Executive Officer, Secretary, and Director since March 2024; previously Chief Operating Officer (June 2021–March 2024). Age 60; A.S. in Forest Sciences and Biology from Paul Smith’s College. Background includes executive leadership in outdoor apparel and footwear at Mountain Hardwear (President) and The North Face (VP Global Product). 2024 annual incentive metrics focused on U.S. net revenue (30% weight) and adjusted EBITDA (70% weight), with a 35% of target payout approved for 2024 performance, indicating below-target financial performance versus plan.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Allbirds | Chief Operating Officer | Jun 2021–Mar 2024 | Led operations prior to CEO transition; foundation for strategic transformation plan execution. |
| Mountain Hardwear | President | Apr 2017–May 2021 | Led global business, brand positioning, go-to-market across channels. |
| The North Face (VF Corp) | VP Global Product | Jul 2012–Mar 2017 | Oversaw apparel, footwear, equipment globally. |
External Roles
- No other public company directorships disclosed for Mr. Vernachio.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 471,154 | 80% of base; max 160% | 131,923 | CEO since Mar 2024; final payout for 2024 annual incentive was 35% of target (applies to NEOs) |
| 2023 | 375,000 | 45% of base; max 90% (as COO) | 84,375 | COO role in 2023 |
- CEO base salary set at $500,000 initial annualized in March 2024 offer letter (effective on appointment) .
- Health/retirement: participates in medical, dental, vision, disability, life; 401(k) company contribution of $13,800 in 2024 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| U.S. net revenue (FY2024 AIP) | 30% | Not disclosed | Not disclosed | Part of 35% of target outcome | Paid after year-end 2024 |
| Adjusted EBITDA (FY2024 AIP) | 70% | Not disclosed | Not disclosed | Part of 35% of target outcome | Paid after year-end 2024 |
| Sustainability/strategic modifier | +/-20% | Not disclosed | Not disclosed | Incorporated in committee’s 35% decision | Post year-end 2024 |
Equity incentives (granted March 2024 on CEO appointment):
- Time-based RSUs: $600,000 grant-date value; 1/12 vests at 3 months, then 11 equal quarterly installments (standard quarterly vest) .
- Performance Stock Units (PSUs): $600,000 grant-date value; two stock-price tranches with 30-trading-day hurdles at $40 and $60; each tranche vests 50% on certification and 50% one year later, subject to continued service; unearned PSUs are forfeited .
Equity Ownership & Alignment
Beneficial ownership and exercisable equity (as of March 31, 2025 unless noted):
| Item | Amount | Notes |
|---|---|---|
| Class A shares owned | 22,387 | Beneficial ownership table |
| Class B options exercisable within 60 days | 20,806 | Beneficial ownership table footnote (6) |
| Ownership as % of outstanding | <1% | “Less than one percent” in table |
| Anti-hedging/pledging | Hedging/shorts prohibited; pledging requires pre-approval and ≤33% of holdings; margin accounts restricted | Policy described in proxy |
Outstanding awards at 12/31/2024 (selected CEO holdings):
- Options (2015/2021 plans): 1,779 and 16,814 options exercisable; 594 and 2,064 unexercisable; repriced in May 2022 to $87.80/$87.78; expirations 6/25/2031 .
- Unvested RSUs: 1,642 ($11,445), 3,258 ($22,708), 14,584 ($101,650), 27,286 ($190,183) market value at $6.97 close on 12/31/24 .
- PSUs: 32,743 at threshold (market/payout value $228,219 at 12/31/24); vesting subject to $40/$60 stock-price targets over 3-year period (3/15/2024–3/15/2027) .
Director compensation: As an employee-director, receives no additional pay for board service (director pay table excludes Vernachio) .
Employment Terms
- 2024 CEO offer letter: Base salary $500,000; annual target bonus 80% of base; RSU $600,000 and PSU $600,000 grants on appointment (vesting as described above) .
- Severance and Change in Control Plan (NEO coverage):
- If covered termination occurs before 12 months of service and not in connection with a change in control: 6 months base salary and up to 6 months COBRA (or cash equivalent) .
- In change-in-control window (3 months before to 12 months after): lump sum 12 months base salary + prorated target bonus (at 100% target assumption) + up to 12 months COBRA (or cash equivalent); time-based equity fully vests; performance-based equity per award terms .
- If a change in control occurs and awards are not assumed/continued: all unvested equity fully vests (performance awards at 100% target) immediately prior to closing, without requiring termination .
- Legacy 2021 COO letter: options fully vest if terminated without cause/for good reason within 30 days before or 12 months after change in control (double-trigger) .
- Clawback policy adopted to comply with Nasdaq/SEC for restatements (recoup erroneously awarded incentive-based compensation) .
- Insider trading policy prohibits hedging/derivatives/short sales; pledging only by exception and within limits .
Board Governance
- Board service: Director since 2024; currently CEO, President, and Secretary; not classified as independent (management). Lead Independent Director: Dick Boyce .
- Board independence: Majority independent; identified independent directors include Boyce, Freeman, Levitan, Blumenthal, Thanawala during the period; CEO is not independent .
- Committees (2024): Audit (Thanawala Chair), Compensation (Levitan Chair), Sustainability/Nominating/Governance (Boyce Chair). CEO not listed as a member of any committee .
- Meetings/attendance: Board met 6 times; all incumbent directors attended ≥75% of board/committee meetings in 2024 .
- Dual-role implications: CEO + Director role mitigated by Lead Independent Director structure and fully independent key committees (Audit, Compensation, SNG). CEO does not participate in determinations of his own compensation .
Compensation & Ownership Tables
Summary Compensation (Joe Vernachio)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 471,154 | 131,923 | 563,575 | — | 13,800 | 1,180,452 |
| 2023 | 375,000 | 84,375 | 1,128,965 | — | 19,575 | 1,607,915 |
Outstanding Equity (as of 12/31/2024)
| Grant Date | Instrument | Unexercised Options (Exercisable) | Unexercised Options (Unexercisable) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | PSU Value ($) |
|---|---|---|---|---|---|---|---|---|---|
| 6/26/2021 | Options (2015 Plan) | 1,779 | 594 | 87.78 | 6/25/2031 | — | — | — | — |
| 6/26/2021 | Options (2015 Plan) | 16,814 | 2,064 | 87.80 | 6/25/2031 | — | — | — | — |
| 5/22/2022 | RSUs | — | — | — | — | 1,642 | 11,445 | — | — |
| 1/18/2023 | RSUs | — | — | — | — | 3,258 | 22,708 | — | — |
| 8/16/2023 | RSUs | — | — | — | — | 14,584 | 101,650 | — | — |
| 3/15/2024 | RSUs | — | — | — | — | 27,286 | 190,183 | — | — |
| 3/15/2024 | PSUs | — | — | — | — | — | — | 32,743 (threshold) | 228,219 |
Vesting notes:
- 5/22/2022 RSUs: 1/12 on 9/1/2022, then quarterly .
- 1/18/2023 RSUs: 1/2 on 6/1/2023, then three semiannual installments .
- 8/16/2023 RSUs: 1/12 on 9/1/2023, then quarterly .
- 3/15/2024 RSUs: 1/12 on 6/1/2024, then quarterly .
- 3/15/2024 PSUs: two tranches with $40 and $60 30-day average price targets; 50% vests on certification, 50% one year later; forfeiture if not achieved; CIC uses deal price to measure .
Beneficial Ownership (as of 3/31/2025)
| Security | Amount | % |
|---|---|---|
| Class A common stock | 22,387 | <1% |
| Class B options exercisable within 60 days | 20,806 | — |
Compensation Structure Analysis
- 2024 CEO package introduced meaningful performance linkage via PSUs tied to multi-quarter stock-price hurdles ($40/$60), adding stronger alignment to sustained TSR versus pure time-based RSUs. Vesting is staged to promote retention (50% at certification, 50% one year later) .
- Annual incentive plan concentrated on profitability (70% adjusted EBITDA) over revenue (30%), with a 35% of target payout for 2024, indicating below-target execution versus plan; use of a sustainability/strategy modifier aligns with public benefit status .
- Legacy option repricing in May 2022 (COO-era grants) is a governance watchpoint; options repriced one-for-one to $87.80/$87.78, which some investors view as unfavorable precedent, albeit pre-CEO tenure .
Related Party Transactions and Red Flags
- No related-party transactions involving Mr. Vernachio disclosed. Notable items: former CEO consulting agreement post-transition; employment of a director’s family member (comp band disclosed) .
- Anti-hedging/anti-pledging policy in force; pledging allowed only by exception (≤33% of holdings) with pre-approval—monitor for any exceptions filed .
- Clawback policy implemented per Nasdaq/SEC; mitigates restatement risk on incentive pay .
Say-on-Pay, Peer Group, and Committee Oversight
- As an Emerging Growth Company, Allbirds does not hold say-on-pay or say-on-frequency votes yet .
- Compensation Committee engaged Farient Advisors; peer benchmarking performed (peer constituents not disclosed); Compensation Committee independent and excludes management from decisions on CEO pay .
Board Service Details (Director Role)
- Director since 2024; no committee memberships listed (typical for a sitting CEO). Lead Independent Director in place; Board majority independent .
- Board met six times in 2024; ≥75% attendance by all incumbents .
- Director compensation policy applies to non-employee directors; employee-directors (incl. CEO) do not receive additional fees/equity for board service .
Investment Implications
- Alignment and incentives: The 2024 PSU structure adds high-powered equity incentives tied to sustained share-price performance ($40/$60), which can reduce agency risk and may discourage near-term window-dressing; vesting cadence creates potential periodic sell-to-cover pressure as quarterly RSUs settle, but PSUs require performance before any settlement .
- Performance signaling: 2024 annual bonus paid at 35% of target reflects underperformance versus plan (U.S. net revenue and adjusted EBITDA), a near-term execution watchpoint as the strategic transformation proceeds .
- Retention and CoC risk: The Severance Plan provides market-standard protection (12 months base, prorated target bonus, and equity acceleration in CIC scenarios), which supports retention during transformation and M&A optionality; note that performance awards only vest per their terms, preserving alignment in CIC .
- Governance checks: Presence of a Lead Independent Director and independent committees mitigates concerns from CEO-director dual role; legacy option repricing (pre-CEO) remains a governance footnote for investors tracking pay practices over time .