David Rosenblatt

About David Rosenblatt

David S. Rosenblatt, 57, has served as Chairperson and Chief Executive Officer of 1stdibs.com, Inc. since November 2011. He holds a B.A. in East Asian Studies from Yale University and an M.B.A. from Stanford GSB . He currently serves on the boards of IAC Holdings (Nasdaq: IAC) and Etsy (Nasdaq: ETSY), and previously served on the boards of X Corp. (2010–2022) and Farfetch UK Limited (2017–2023) . The board maintains a combined CEO/Chair structure with a Lead Independent Director (Matthew R. Cohler) to counterbalance the dual role; six of seven directors are independent .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Bonus (Executive Bonus Plan)

Equity Awards Granted (RSUs)

Notes:

• 2024 total “Stock Awards” grant-date fair value reported at $3,990,000 in the SCT; 2023 at $2,370,000 .
• RSUs vest quarterly; vest dates align with the “vesting commencement date” (e.g., June 8) and subsequent quarters, creating predictable vesting supply each March/June/Sept/Dec under the schedule .

Outstanding Options and RSUs (as of 12/31/2024)

Acceleration:

• Double-trigger: upon qualifying termination within 12 months post-change-in-control, full vesting acceleration of all outstanding equity, plus 12 months COBRA and salary+target bonus paid over 12 months .
• Non-CIC termination (good reason/without cause/death/disability): 12 months’ salary continuation, COBRA subsidy, outplacement; no automatic equity acceleration absent CIC .

Equity Ownership & Alignment

Beneficial Ownership

Alignment safeguards and policies:

• Insider Trading/Anti-Hedging: Prohibits short sales, purchases on margin, and hedging/monetization transactions in Company stock without pre-clearance by General Counsel .
• Ownership guidelines: The Nominating & Governance Committee reviews stock ownership guidelines applicable to officers and non-employee directors (specific multiples not disclosed here) .
• Clawback: Incentive-based compensation recoupment policy compliant with Nasdaq Rule 10D-1 for financial restatements (3-year look-back) .

Pledging/hedging:

• Policy restricts hedging and margin transactions as noted above; no explicit pledging allowance is disclosed in the cited sections .

Employment Terms

• Employment-at-will; offer letter (Feb 5, 2021) sets base salary at $195,000 and provides that he continues on the board while serving as CEO; appointing a different Chairperson than himself or Matthew R. Cohler requires his consent .
• Executive Severance Plan (adopted Feb 2021):
  • Non-CIC qualifying termination (good reason/without cause/death/disability) → 12 months salary continuation, 12 months COBRA subsidy, outplacement .
  • CIC double-trigger (within 12 months post-change-in-control) → 12 months of salary plus target annual bonus, full equity vesting acceleration, 12 months COBRA subsidy, outplacement .
  • 280G: Best-net cutback (no excise tax gross-up) .
• Restrictive covenants: Standard Employee IP Assignment, Confidentiality and Non-Competition/Non-Solicitation agreement in place (terms not fully detailed here) .
• Clawback policy as noted; SEC Section 16 compliance reported as timely for executives and directors in 2024 (exception noted was for another officer, not the CEO) .

Board Governance and Service

• Board service: Director since November 2011; currently Chairperson and CEO; not a member of any board committee .
• Board structure: Combined CEO/Chair; Lead Independent Director (Matthew R. Cohler); independent directors chair Audit, Compensation, and Nominating & Governance committees; 6 of 7 directors are independent .
• Meetings: Board held four meetings in 2024; all directors attended ≥75% of aggregate meetings; five of seven attended the 2024 annual meeting .
• Employee directors (incl. CEO) receive no director fees or equity for board service .

Multi-Year CEO Compensation (Summary Compensation Table)

Signals on Compensation Structure, Vesting, and Selling Pressure

• Mix shifting toward time-based RSUs: In 2024, the CEO received 760,000 RSUs vesting quarterly over four years; the company currently does not grant stock options to employees generally, indicating lower performance leverage and greater certainty than options . As of 12/31/24, 617,500 units from the 2024 grant and 337,500 units from the 2023 grant remained unvested, creating predictable quarterly vesting supply in 2025 and beyond .
• Bonus outcomes vs targets: 2023 payout exceeded target ($525k vs $350k); 2024 payout equaled target ($500k). Specific performance metrics and weightings are not disclosed, limiting external assessment of pay-for-performance rigor .
• Clawback and anti-hedging: Policies reduce misalignment/abusive risk-taking, with recoupment for restatements and restrictions on hedging/margin transactions (pre-clearance required) .

Investment Implications

• Alignment: High insider ownership (11.71%) with substantial options exercisable and large unvested RSU tranches suggests strong long-term alignment but introduces periodic vest-driven liquidity supply as RSUs vest quarterly .
• Incentives in M&A: Double-trigger CIC economics (12 months salary + target bonus and full equity acceleration) may align management with change-of-control outcomes while avoiding single-trigger windfalls; presence of 280G best-net cutback eliminates excise tax gross-ups (shareholder-friendly) .
• Governance: Combined CEO/Chair role is counterbalanced by a Lead Independent Director and independent committee chairs; nevertheless, concentration of authority remains a governance consideration for some investors .
• Pay design transparency: Lack of disclosed bonus metrics/weights reduces clarity on pay-for-performance linkage; continued reliance on time-based RSUs indicates retention emphasis over explicit performance equity .
• Trading/supply dynamics: Quarterly RSU vesting schedules (2023 and 2024 grants) create predictable windows of potential insider selling pressure, subject to policy windows and any 10b5-1 plans, which investors should monitor around vest dates .