Joseph Zwillinger
About Joseph Zwillinger
Allbirds co-founder; age 44; director since 2015. Former President and CEO (Mar 2023–Mar 2024) and Co-CEO (Oct 2015–May 2023); currently a non-employee director and General Partner at Good Friends, LLC (early-stage VC). Education: B.S. in Industrial Engineering & Operations Research (UC Berkeley) and MBA with honors (Wharton). Board tenure ~10 years as of 2025, with management and founder credentials relevant to retail and sustainability-focused operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allbirds, Inc. | Co-Founder; President; Co-CEO; CEO; Director | President (2015–Mar 2024); Co-CEO (2015–May 2023); CEO (May 2023–Mar 2024); Director (2015–present) | Led strategic transformation; founder perspective on product, ops, sustainability |
| Allbirds, Inc. | Non-Employee Advisor (Transition Agreement) | May 20, 2024–Dec 31, 2024 | Supported transition; $187,500 advisory payments; COBRA premiums covered; vesting continuation terms detailed |
| TerraVia (Solazyme) | VP, Industrial Products | 2009–2015 | Industrial biotech commercialization leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Good Friends, LLC | General Partner | Current | Early-stage VC co-founder (information flow, potential interlocks) |
| Big Sky Growth Partners, Inc. (SPAC) | Director | Apr 2021–Dec 2022 | Public company board experience |
Board Governance
- Independence: Not independent per Board’s Nasdaq determination (independent directors: Boyce, Freeman, Levitan, Thanawala, Blumenthal) .
- Committee assignments: None; not listed on Audit, Compensation, or Sustainability/Nomination/Governance committees (SNG) .
- Board leadership: Lead Independent Director is Dick Boyce (chairs independent sessions; agenda setting; liaison role) .
- Attendance: Board met 6 times in FY2024; all incumbent directors attended ≥75% of Board and committee meetings; seven directors attended the 2024 annual meeting .
- Board structure: Classified board; currently seven members following reduction at 2025 meeting .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $382,693 | $158,654 (partial-year as CEO before resignation) |
| Director Cash Fees ($) | N/A | $0 (did not receive additional director compensation while CEO/NEO) |
| Advisory Compensation ($) | — | $187,500 (Transition & Special Advisor Agreement; 7 monthly installments starting May 20, 2024) |
| 401(k) Company Contributions ($) | $12,792 | $6,346 |
- Non-Employee Director policy: Annual Board retainer increased from $35,000 to $50,000 effective July 1, 2024; lead director +$15,000; committee chair/member retainers detailed below .
- Audit Chair: $20,000; Audit Member: $10,000
- Compensation Chair: $15,000; Compensation Member: $7,500
- SNG Chair: $10,000; SNG Member: $5,000
Performance Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Annual Bonus ($) | $375,000 (non-equity incentive plan) | Not eligible for 2024 annual bonus (as CEO resigned Mar 2024) |
| Transformation Bonus ($) | Approved Aug 2023; earned in 2024 | $375,000 (three objectives: distributor agreements, year-end cash ≥$100m; stepped payout at $110–$119.99m or ≥$119.99m; all achieved) |
| Annual Bonus Framework (Company-wide) | Target mix | FY2024 metrics: U.S. net revenue (30%) and adjusted EBITDA (70%); ±20% discretionary modifier (sustainability, strategic transformation); payout approved at 35% of target for eligible NEOs |
| FY2024 Bonus Metrics | Weight | Payout Decision |
|---|---|---|
| U.S. Net Revenue | 30% | Included in 35% of target payout for eligible NEOs |
| Adjusted EBITDA | 70% | Included in 35% of target payout for eligible NEOs |
| Discretionary Modifier (ESG/Transformation) | ±20% | Applied in committee review |
- Equity awards:
- Outstanding options from 2019 and 2022; RSUs/PSUs details below .
- PSUs (granted 2022): Relative TSR-based; performance periods (1-, 2-, 3-year starting June 1, 2022); PSU Targets for 2023 and 2024 performance periods not achieved; unearned PSUs forfeited; actual shares to be determined for remaining period(s) .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Big Sky Growth Partners, Inc. | Public | Director | SPAC board (Apr 2021–Dec 2022) |
| Investors’ Rights Agreement | Governance linkage | Party | Agreement includes entities affiliated with Zwillinger and Brown; provides registration rights; survives IPO for registration rights only |
Expertise & Qualifications
- Founder/operator experience; retail and sustainable materials insight from Allbirds leadership .
- Industrial biotech domain experience from TerraVia (operations/product commercialization) .
- Education: Quantitative engineering and MBA; relevant to operations, strategy, and governance .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Options Exercisable (≤60 days) | % Total Voting Power |
|---|---|---|---|---|
| Joseph Zwillinger | 33,219 | 640,548 (incl. Twin Wolves Revocable Trust) | 33,219 Class A; 93,751 Class B | 20.2% |
- Outstanding awards as of Dec 31, 2024 include options (2019, 2022 grants) and PSUs (2022 TSR program) with thresholds not achieved for 2023/2024 performance periods .
- Anti-hedging/anti-pledging: Directors may not hedge or pledge company securities; pledging exceptions apply only to executive officers with pre-approval and capacity tests (≤33% of holdings), not to directors .
Board Governance
| Committee | Members | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Boyce; Levitan; Thanawala | Thanawala | 4 |
| Management Compensation & Leadership | Blumenthal; Freeman; Levitan | Levitan | 6 |
| Sustainability, Nomination & Governance | Boyce; Freeman | Boyce | 4 |
| Joseph Zwillinger | — | — | — (not a committee member) |
- Compensation consultant: Farient Advisors engaged to evaluate and refine compensation strategy; developed comparative group; recommendations approved .
- Say-on-Pay: As an Emerging Growth Company, Allbirds does not conduct say-on-pay or say-on-frequency votes .
- Clawback: Nasdaq/SEC-compliant recoupment policy adopted; mandatory recovery upon restatement for erroneously awarded incentive-based compensation .
Employment & Contracts (Transition Risk/Terms)
- Transition & Special Advisor Agreement (Mar–May 2024): Non-employee advisor May 20–Dec 31, 2024; $187,500 paid in 7 monthly installments; COBRA premiums paid through Dec 31, 2024; time-based equity continued to vest while serving as director; performance-based equity vests only upon goal achievement before he ceases service .
Related Party Transactions (Conflict Checks)
- Consulting agreement summarized above (compensation and benefits) .
- Investors’ Rights Agreement with affiliates of founders (registration rights; still applicable post-IPO for registrations) .
- Policy: Audit Committee pre-approves/ratifies related-person transactions; directors with material interests must recuse; approvals only if in stockholders’ best interests .
Insider Trading and Section 16 Compliance
- Compliance: All executive officers and directors timely complied with Section 16(a) filing requirements for FY2024, except one late Form 4 for CFO Ann Mitchell; no delinquency noted for Zwillinger .
Governance Assessment
- Independence and oversight: Zwillinger is not independent under Nasdaq rules and holds ~20.2% of total voting power via dual-class shares—prominent influence that reduces board independence checks; he has no committee roles (limits formal oversight of risk/controls) .
- Alignment vs. entrenchment: Significant founder ownership and Class B 10:1 voting rights align with long-term strategy but raise entrenchment and minority shareholder representation risks in contested matters .
- Compensation signals: 2024 “transformation bonus” ($375k) paid following resignation as CEO (based on 2023 targets) could be viewed as generous despite challenging performance context; however, policy frameworks include clawback and independent consultant oversight .
- Transition clarity: Formal Transition Agreement with defined advisory pay, benefits, and equity vesting rules reduces ambiguity and mitigates disruption during leadership change .
- Policies: Strong restrictions on hedging/pledging and adoption of clawback support investor alignment; EGC say-on-pay exemption means no external voting feedback on pay practices .
RED FLAGS
- Not independent; high voting power under dual-class structure (20.2% of voting power) .
- Transformation bonus paid in 2024 after CEO resignation (optics around pay-for-performance and timing) .
- Investors’ Rights Agreement ties to founder affiliates may influence registration decisions and information flow .
Positive Mitigants
- No committee interlocks; recusal policy on related-party transactions; independent consultant engaged on compensation; clawback adopted; anti-hedging/pledging policy .