Andrew Robb
About Andrew Robb
Andrew G. Robb (age 48) is an independent director at 1stdibs.com, Inc. (DIBS) serving since June 2021; he sits on the Compensation Committee and the Nominating and Corporate Governance Committee. Robb was Chief Operating Officer at Farfetch Limited (2010–2020) and previously held leadership roles at Cocosa.com, eBay, and Peoplesound; he holds a Bachelor of Law from the University of Oxford and an MBA from INSEAD . The board has affirmatively determined Robb’s independence under Nasdaq rules . His Class II director term runs through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farfetch Limited | Chief Operating Officer | Jul 2010–Feb 2020 | Scaled digital marketplace operations in luxury fashion |
| Cocosa.com | Managing Director | Jun 2008–Jun 2010 | Led online shopping club; marketplace growth |
| eBay | Management positions | Not disclosed | E-commerce operating and marketplace experience |
| Peoplesound.com Ltd. | Management positions | Not disclosed | Online media/marketplace experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Multiple marketplace technology companies | Investor and Advisor | Since Feb 2020 | Portfolio advisory/investment across marketplaces |
| Public company boards | — | — | No other public company directorships disclosed in DIBS proxy |
Board Governance
- Independence: The board determined Andrew G. Robb is independent under Nasdaq rules .
- Board attendance: The board met 4 times in 2024; each director attended at least 75% of board and committee meetings during their service. Five of seven directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session in connection with each regular board meeting .
- Leadership structure: CEO David S. Rosenblatt serves as Chairperson; Matthew R. Cohler is Lead Independent Director; independent directors chair all committees .
| Committee | 2024 Members | Chair | 2024 Meetings | Robb’s Role |
|---|---|---|---|---|
| Compensation | Brian J. Schipper, Lori A. Hickok, Andrew G. Robb, Everette Taylor | Brian J. Schipper | 4 | Member |
| Nominating & Corporate Governance | Paula J. Volent, Andrew G. Robb | Paula J. Volent | 4 | Member |
Compensation Committee scope includes CEO performance goal-setting, exec comp approvals, plan administration, non-employee director pay setting, adviser independence review, compensation recoupment policy administration, and annual committee self-evaluation .
Nominating & Corporate Governance scope includes board/committee evaluation, size/composition recommendations, director nominee evaluations, stock ownership guideline oversight, CEO succession planning, ESG oversight, and annual self-review .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 40,000 | 40,000 |
| Stock Awards ($) | 110,137 | 189,849 |
| Total ($) | 150,137 | 229,849 |
Non-employee director cash policy: $30,000 annual retainer; committee retainers: Compensation ($12,000 chair / $6,000 member), Nominating & Corporate Governance ($8,000 / $4,000), Audit ($20,000 / $10,000); additional $20,000 for non-executive chair .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual RSU Award Fair Value ($) | 110,137 | 189,849 |
| RSUs Outstanding at Year-End (shares) | 28,533 | 31,380 |
- Director equity program: Annual RSU “Annual Award” sized at $150,000 divided by the 90-day trailing average price; vests on the first occurring Company Vesting Date (Mar 8, Jun 8, Sep 8, or Dec 8) after the next annual meeting, or earlier upon change in control; if not re-elected, vests at that annual meeting .
- Initial RSU Award for new directors: $150,000 sized by 90-day trailing average price, vesting in equal annual installments over three years or upon change in control .
- No director performance metrics disclosed (director RSUs are time-based; performance metrics apply to executive bonus plans, not non-employee directors) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Robb in the DIBS proxy . |
Compensation committee interlocks: None; no DIBS executive served on another company’s board/comp committee with reciprocal ties .
Expertise & Qualifications
- Marketplace operations: COO tenure at Farfetch; prior operating roles at Cocosa, eBay, Peoplesound .
- Education: Bachelor of Law (University of Oxford); MBA (INSEAD) .
- Board contribution: Brings senior executive experience in online luxury retail and e-commerce marketplaces .
Equity Ownership
| As of | Beneficial Shares | Ownership % of Outstanding | Shares Outstanding | Components and Notes |
|---|---|---|---|---|
| Mar 11, 2025 | 60,905 | <1% | 35,694,131 | Footnote (8): 43,238 shares plus options to purchase 17,667 shares exercisable within 60 days . |
| Dec 31, 2024 (RSUs outstanding) | 31,380 | — | — | RSUs outstanding at year-end from director equity program . |
Anti-hedging: Hedging and derivative transactions are prohibited without prior written pre-clearance under the Insider Trading Policy .
Stock ownership guidelines: The Nominating & Corporate Governance Committee reviews stock ownership guidelines applicable to non-employee directors and officers; specific multiples not disclosed in proxy .
Pledging: No explicit pledging restrictions disclosed; no pledging activity noted in the proxy .
Governance Assessment
- Independence and committee impact: Robb is independent and serves on two key oversight committees (Compensation; Nominating & Corporate Governance), supporting board effectiveness in CEO performance oversight, pay practices, succession, and governance policy .
- Engagement: The board met 4 times; all directors met the ≥75% attendance threshold; both committees on which Robb serves met 4 times, indicating regular involvement in comp/governance matters .
- Pay-for-performance alignment (director level): Equity dominates Robb’s director pay (2024 equity $189,849 vs cash $40,000), maintaining alignment with shareholder interests; RSUs are time-based, standard for directors, and vest promptly after the next annual meeting, aiding retention and alignment without short-term metrics .
- Ownership/safety: Beneficial ownership at <1% is modest but typical for outside directors; anti-hedging policy reduces misalignment risk; no pledging disclosed, mitigating collateralization risk .
- Conflicts and related-party exposure: The proxy discloses a formal Related Person Transactions Policy with audit committee oversight and no Robb-specific related-party transactions noted; compensation committee interlocks are explicitly absent, reducing conflict risk .
- Structural consideration: Combined CEO/Chair is counterbalanced by a Lead Independent Director and independent committee chairs; while not a red flag per se, investors typically monitor independence strength and executive session rigor, both of which are present at DIBS .
RED FLAGS
- None disclosed specific to Andrew Robb (no attendance issues, no related-party transactions, no pledging/hedging noted). The director equity plan includes an evergreen provision at the plan level, which can contribute to share dilution; not director-specific but relevant to compensation governance monitoring .