Lori Hickok
About Lori A. Hickok
Lori A. Hickok, age 61, is an independent Class III director of 1stdibs.com, Inc. (DIBS) serving since June 2021, with her current term expiring at the 2027 annual meeting . She is a retired CPA with a B.S. in Accounting & Finance from Miami University, and brings deep finance and public-company CFO experience to the board . Core credentials include audit committee financial expertise and leadership of audit oversight, including cybersecurity matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scripps Networks Interactive, Inc. | EVP, Chief Financial and Development Officer | Jul 2017 – Apr 2018 | Senior finance and corporate development leadership |
| Scripps Networks Interactive, Inc. | EVP, Chief Financial Officer | Mar 2015 – Jun 2017 | Public-company CFO experience |
| Scripps Networks Interactive, Inc. | EVP, Finance | Jul 2008 – Feb 2015 | Oversight of finance operations |
| The E.W. Scripps Company | Vice President and Corporate Controller | Jan 2002 – Jun 2008 | Corporate controller responsibilities pre-spin |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarGurus, Inc. (Nasdaq: CARG) | Director | Since Aug 2018 | Board-level marketplace expertise |
| Second Harvest Food Bank of East Tennessee | Director | Not disclosed | Non-profit governance experience |
Board Governance
- Independence: The board determined Lori A. Hickok is independent under Nasdaq rules .
- Committees: Audit Committee Chair; Compensation Committee member .
- Financial expert: Board determined all audit committee members (including Hickok) are audit committee financial experts and meet Nasdaq financial sophistication requirements .
- Attendance and engagement: Board held 4 meetings in 2024; each director attended at least 75% of aggregate board and committee meetings during their service period . Audit Committee met 4 times; Compensation Committee met 4 times .
- Executive sessions: Independent directors meet in executive session in connection with each regularly scheduled board meeting .
- Board leadership: CEO David Rosenblatt is Chair; Matthew R. Cohler is Lead Independent Director, with independent directors chairing all committees .
Fixed Compensation
| Component | Detail | Amount (USD) |
|---|---|---|
| Annual Board Cash Retainer | Non-employee director policy | $30,000 |
| Audit Committee Chair Fee | Annual cash retainer | $20,000 |
| Compensation Committee Member Fee | Annual cash retainer | $6,000 |
| Total Cash Fees (2024) | Reported as “Fees Earned or Paid in Cash” | $56,000 |
| Equity – Stock Awards (2024) | ASC 718 grant-date fair value | $189,849 |
| RSUs Outstanding (12/31/2024) | Aggregate RSUs outstanding | 31,380 shares |
- Standard equity policy: Annual RSU award equals $150,000 divided by the trailing 90-day average closing price, rounded down; granted after each annual meeting to continuing non-employee directors .
- Vesting cadence for Annual Award: Fully vests on the first occurring Company Vesting Date (Mar 8, Jun 8, Sep 8, Dec 8) after the annual meeting, or upon a Change in Control; if not re-elected, vests at the annual meeting immediately following grant .
Performance Compensation
| Award Type | Performance Linkage | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|
| Annual RSU Award (Directors) | None disclosed (time-based) | Vests fully on next Company Vesting Date post-annual meeting (Mar 8/Jun 8/Sep 8/Dec 8) | Vests upon Change in Control |
| Initial RSU Award (for first-time directors) | None disclosed (time-based) | Vests in equal annual installments over three years | Vests upon Change in Control |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation; awards are time-based per policy .
Other Directorships & Interlocks
| Company | Relationship to DIBS | Interlock/Overlap | Notes |
|---|---|---|---|
| CarGurus, Inc. | Different vertical (auto marketplace vs luxury design marketplace) | None disclosed | Ongoing public board service since 2018 |
| Second Harvest Food Bank of East Tennessee | Non-profit | None disclosed | Community service role |
Expertise & Qualifications
- Retired CPA; extensive finance and accounting background; prior public-company CFO .
- Audit committee financial expert designation; fulfills Nasdaq financial sophistication requirements .
- Audit oversight includes cybersecurity risk oversight authority and responsibility .
- Marketplace and digital commerce exposure via CarGurus directorship .
Equity Ownership
| Item | Detail | Amount |
|---|---|---|
| Common Shares (Direct) | Shares owned | 43,238 |
| Options (Exercisable ≤60 days) | Options to purchase common shares | 17,667 |
| Total Beneficial Ownership | Shares beneficially owned | 60,905 (less than 1%) |
| Shares Outstanding (Record Date) | Basis for % calculation | 35,694,131 |
| RSUs Outstanding (12/31/2024) | Aggregate RSUs outstanding | 31,380 shares |
| Hedging/Pledging | Hedging prohibited per Insider Trading Policy; pledging not disclosed | Hedging prohibited ; no pledging disclosure |
- Stock ownership guidelines: Nominating & Corporate Governance Committee reviews guidelines applicable to non-employee directors; specific multiples not disclosed .
- Section 16 compliance: Company reported timely compliance for 2024 by insiders/directors (one exception unrelated to Hickok) .
Governance Assessment
- Board effectiveness: Hickok’s audit chair role, CPA background, and audit committee financial expert status strengthen financial reporting oversight and align with investor expectations for independent, technically qualified audit leadership .
- Independence and engagement: Independent status with ≥75% attendance across board/committee meetings signals baseline engagement; audit and compensation committees each met 4 times in 2024 .
- Incentive alignment: Director pay mix leans toward equity (RSUs), with time-based vesting and change-in-control acceleration; cash fees are modest and transparent via policy, and 2024 cash total aligns exactly with committee roles ($56,000) .
- Conflicts and related-party exposure: No related-party transactions involving Hickok disclosed; related-person transactions require audit committee review and approval if fair and in company’s best interests .
- Risk indicators: Anti-hedging policy restricts alignment-reducing strategies; no pledging disclosed; compensation committee interlocks/insider participation not present; board uses majority voting with irrevocable resignation requirement if votes “AGAINST/WITHHELD” exceed “FOR” in uncontested elections .
RED FLAGS: None disclosed specific to Hickok in related-party transactions, hedging/pledging, or attendance beyond baseline ≥75% .