Brian Schipper
About Brian J. “Skip” Schipper
Independent Class III director of 1stdibs.com, Inc. (DIBS) since June 2021; age 64. He is Chair of the Compensation Committee and has a deep human capital background as EVP & Chief People Officer at Yext and prior CHRO/HR leadership roles at Twitter/X, Groupon, Cisco, Microsoft, DoubleClick, PepsiCo, Compaq, and Harris. Education: MBA (Michigan State University) and BA (Hope College). DIBS’ board has determined Schipper is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yext, Inc. (NYSE: YEXT) | EVP & Chief People Officer | Since May 2016 | Senior HR leadership; executive (not a DIBS board committee role) |
| X Corp. (Twitter) | Led Human Resources | Jan 2014–Mar 2016 | Scaled global HR; executive role |
| Groupon, Inc. (Nasdaq: GRPN) | Chief Human Resources Officer | Jun 2011–Jan 2014 | Global HR leadership |
| Cisco Systems, Inc. (Nasdaq: CSCO) | Chief Human Resources Officer | Oct 2006–Jun 2011 | Enterprise HR; transformation leadership |
| Microsoft; DoubleClick; PepsiCo; Compaq; Harris | Executive HR/administrative roles | Various | Senior HR and administrative leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DHI Group, Inc. (NYSE: DHX) | Director; Chairman of the Board | Director since Feb 2014; Chairman since May 2019 | Board leadership; governance oversight |
| Yext, Inc. (NYSE: YEXT) | EVP & Chief People Officer | Since May 2016 | Executive role; HR strategy |
Board Governance
- Board structure and independence: 7 directors; 6 independent (including Schipper). DIBS combines CEO/Chair (David S. Rosenblatt), with Lead Independent Director (Matthew R. Cohler) providing counterbalancing oversight .
- Committee assignments: Schipper chairs the Compensation Committee; members: Schipper (Chair), Lori Hickok, Andrew Robb, Everette Taylor; met four times in 2024 .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of aggregate board/committee meetings; five of seven directors attended the 2024 annual meeting .
- Governance standards: Majority voting policy in uncontested elections with mandatory resignation on >WITHHELD/AGAINST vs FOR; corporate governance guidelines, codes of ethics, anti-hedging policy, and incentive-based compensation recoupment policy in place .
- Risk oversight: Board and committees oversee strategic, financial, cybersecurity, and compensation-related risks; Audit Committee (Chair: Lori Hickok) met four times in 2024; Nominating & Corporate Governance Committee (Chair: Paula Volent) met four times .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $30,000 | Standard policy |
| Compensation Committee Chair retainer | $12,000 | Standard policy |
| Total fees earned (Schipper, FY2024) | $42,000 | Retainer + chair fee |
- No per-meeting fees; reasonable out-of-pocket/travel expenses reimbursed .
Performance Compensation
| Equity Component | Grant/Value | Vesting/Performance Conditions |
|---|---|---|
| Annual RSU Award (Schipper, FY2024) | $189,849 (grant-date fair value) | Annual grant after the stockholder meeting; fully vests on the earliest of Mar 8/Jun 8/Sep 8/Dec 8 following the meeting or upon Change in Control; time-based vesting only (no performance metrics) |
| RSUs outstanding at 12/31/2024 (Schipper) | 31,380 shares | Time-based vesting schedule as above |
Director equity is time-based, not performance-conditioned; the Compensation Committee administers an incentive-based compensation recoupment policy applicable to executive officers per Rule 10D-1, but directors’ annual RSUs are not tied to financial metrics .
Other Directorships & Interlocks
| Company | Relationship to DIBS | Potential Interlock/Conflict |
|---|---|---|
| DHI Group (DHX) | No disclosed direct business with DIBS | Board chair elsewhere; standard multi-board service; DIBS guidelines review >4 boards for independence |
| Yext (YEXT) | Schipper is EVP & CPO | Executive role at another public tech company; no DIBS-related party transaction disclosed in available proxy sections |
- Related-party transactions: DIBS outlines a formal policy and Audit Committee oversight; the provided proxy sections do not disclose transactions involving Schipper .
Expertise & Qualifications
- Human capital leadership across large-cap tech and digital platforms; extensive HR, organizational design, and executive compensation exposure .
- Independence under Nasdaq; serves as Compensation Committee Chair at DIBS .
- Education: MBA (Michigan State); BA (Hope College) .
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Total beneficial ownership (Schipper) | 60,905 shares; <1% of outstanding | Based on 35,694,131 shares outstanding at 3/11/2025 |
| Common shares held | 43,238 shares | As disclosed in beneficial ownership footnote |
| Options exercisable within 60 days | 17,667 shares | Included in beneficial ownership |
| RSUs outstanding (not yet delivered) | 31,380 shares | Director RSUs outstanding at 12/31/2024 |
- Anti-hedging policy prohibits hedging/monetization without pre-clearance; insider trading policy and codes of ethics posted; Section 16 compliance noted (one late Form 4 for another officer; no issues noted for Schipper) .
Additional Shareholder Signals
| Annual Meeting 2025 | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| David S. Rosenblatt (Class I) | 23,934,100 | 338,584 | 5,070,364 |
| Everette Taylor (Class I) | 22,176,653 | 2,096,031 | 5,070,364 |
| Paula J. Volent (Class I) | 22,554,329 | 1,718,355 | 5,070,364 |
- Auditor ratification passed with strong support (29,221,562 For; 32,259 Against; 89,227 Abstain) .
- No say-on-pay proposal appeared on DIBS’s 2025 ballot (only director elections and auditor ratification) .
Governance Assessment
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Strengths:
- Independence and attendance: Schipper is independent; directors met attendance thresholds; committees are independently chaired, with Schipper leading Compensation .
- Compensation governance: Majority voting for directors; formal anti-hedging and recoupment policies; clear director equity framework; lead independent director structure offsets combined CEO/Chair .
- Alignment: Director equity value ($189,849) and RSU holdings (31,380) support ownership alignment; cash/equity mix for Schipper in 2024 was $42,000 cash vs $189,849 equity (approx. 18% cash / 82% equity; derived from ).
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Watch items / potential risks:
- Time commitments: Concurrent executive role at Yext and chairmanship at DHI could constrain bandwidth during high-intensity periods (common for seasoned directors; DIBS guidelines monitor multi-board service) .
- Performance linkage: Director RSUs are time-based without performance metrics; typical for boards but reduces explicit pay-for-performance signaling for directors (executive pay is monitored by the committee per CD&A responsibilities) .
- Related-party exposure: No Schipper-related transactions disclosed in available proxy sections; maintain monitoring via Audit Committee’s related-person policy and periodic disclosures .
-
Overall: Schipper’s deep HR and compensation expertise, independence, and leadership of the Compensation Committee are positives for board effectiveness and executive pay oversight. Equity-heavy director compensation supports alignment, while established governance policies (majority voting, anti-hedging, recoupment) bolster investor confidence. Continued monitoring of time commitments and any interactions with Yext or DHI is prudent given his external roles .