Melanie Goins
About Melanie Goins
Melanie F. Goins, 44, serves as General Counsel (since March 2021) and was additionally appointed Chief People Officer in March 2025. She holds a B.A. in Social Studies from Harvard University and a J.D. from Harvard Law School . Company context: DIBS’s revenue declined from FY21–FY23 and stabilized in FY24, while EBITDA losses narrowed versus FY22–FY23 (table below). Ms. Goins’s 2024 cash bonus equaled her target under the Executive Bonus Plan structure where payouts apply a uniform achievement percentage to each executive’s target bonus .
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenue ($USD) | 102,731,000* | 96,849,000* | 84,684,000* | 88,257,000* |
| EBITDA ($USD) | -22,132,000* | -34,691,000* | -28,945,000* | -24,538,000* |
Values retrieved from S&P Global.
- S&P Global (no company-document citation available)
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 1stdibs.com, Inc. | General Counsel | Mar 2021–present | Leads legal function at global online marketplace |
| 1stdibs.com, Inc. | Chief People Officer | Mar 2025–present | Added people/HR leadership to existing remit |
| Care.com, Inc. | General Counsel | May 2019–Mar 2021 | Top legal role at online family care marketplace |
| Catalant Technologies, Inc. | General Counsel | Aug 2018–Apr 2019 | Legal leadership at software company |
| Care.com, Inc. | Assistant/Associate General Counsel | Mar 2015–Aug 2018 | Senior legal roles supporting business growth |
External Roles
No public company board roles are disclosed in Ms. Goins’s proxy biography .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 372,692 | 206,000 | 206,000 | Bonus plan applies same achievement % to each executive’s target |
Offer letter terms:
- Base salary: $300,000; one-time signing bonus: $37,500; target annual bonus: $100,000 (prorated in 2021) .
- Standard IP assignment, confidentiality, and non-compete agreement executed .
Performance Compensation
Annual cash incentive (Executive Bonus Plan):
| Component | Metric(s) | Weighting | Target | Actual | Notes |
|---|---|---|---|---|---|
| 2024 Cash Bonus | Not disclosed (Board-set targets) | Not disclosed | $206,000 | $206,000 | Same overall achievement % applied to each exec’s target; payouts discretionary and require employment at payment |
Equity awards (grants and vesting):
| Grant Date | Type | Granted/Unvested (#) | Vest Start | Vesting Schedule | Value reference |
|---|---|---|---|---|---|
| 3/15/2024 | RSU | Granted: 107,780 | 6/8/2024 | Vests quarterly over 3 years (time-based) | — |
| 12/31/2024 snapshot | RSU | Unvested: 80,910 | 6/8/2024 | Time-based, quarterly (per grant) | $286,421.40 at $3.54/sh |
| 3/14/2023 | RSU | Unvested: 44,157 | 6/8/2023 | Not disclosed in footnotes (time-based RSUs) | $156,315.78 at $3.54/sh |
| 3/15/2022 | RSU | Unvested: 26,657 | 6/8/2022 | RSUs vest in 16 equal quarterly installments (footnote 2) | $94,365.78 at $3.54/sh |
| 3/15/2022 | RSU | Unvested: 2,666 | 6/8/2022 | Not disclosed in footnotes | $9,437.64 at $3.54/sh |
| 4/16/2021 | Stock Option | 84,027 exercisable; 7,639 unexercisable | 4/1/2021 | 25% after 1 year; remaining 36 monthly installments (48 months total) | Strike $10.68; expires 4/15/2031 |
- At 12/31/2024, DIBS closed at $3.54; Ms. Goins’s 2021 options (strike $10.68) were out-of-the-money at year-end .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (sh) | % Outstanding | Reference date | Shares Outstanding |
|---|---|---|---|---|
| Melanie F. Goins | 232,118 | <1% | Mar 11, 2025 | 35,694,131 |
Additional alignment and risk controls:
- Equity program uses time-based RSUs (quarterly vesting), emphasizing retention and long-term alignment .
- Anti-hedging policy prohibits hedging transactions, short sales, purchases on margin, and related derivatives without pre-clearance; a Nasdaq Rule 10D-1-compliant clawback policy applies to erroneously awarded incentive compensation .
- The committee responsible for governance reviews stock ownership guidelines for officers, but specific multiples for executives are not disclosed in the proxy .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment start/role | General Counsel since March 2021; added Chief People Officer in March 2025 |
| Offer letter (2/9/2021) | Base $300,000; $37,500 sign-on; $100,000 target bonus (prorated for 2021); initial option awards; eligible for Executive Severance Plan; at-will employment; standard IP/confidentiality/non-compete |
| Executive Severance Plan (non‑CIC) | If terminated by Co. without cause, by exec for good reason, death or disability: 12 months salary continuation; 12 months COBRA subsidy; outplacement assistance (subject to release and covenants) |
| Executive Severance Plan (within 12 months post‑CIC) | 12 months of base salary + target bonus (paid in installments); full acceleration of all outstanding equity; 12 months COBRA subsidy; outplacement (subject to release and covenants) |
| 280G treatment | Best-net cutback (no excise tax gross-up) |
| Perquisites/retirement | No executive-specific perquisites; 401(k) offered; no SERP or other nonqualified plans |
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid at target under a uniform achievement framework; equity is predominantly time-based RSUs vesting quarterly, supporting retention but offering limited direct line-of-sight to specific performance metrics (metrics not disclosed) .
- Selling/vesting dynamics: Quarterly RSU vesting through 2027 (for the 2024 grant) creates predictable supply; however, anti-hedging and margin restrictions plus standard blackout/preclearance reduce opportunistic trading risk .
- Retention and change-in-control: Double-trigger CIC protection with 12 months base+target and full equity acceleration is market-standard for mid-cap tech; provides retention through potential strategic events without excessive severance multipliers or gross-ups .
- Ownership alignment: Beneficial ownership of 232,118 shares (<1%) and out-of-the-money options at year-end 2024 reduce near-term exercise/sale pressure; the clawback policy mitigates risk of paying for misstated results .
- Company performance backdrop: Revenues stabilized in FY24 and EBITDA losses narrowed versus FY22–FY23, a constructive backdrop for sustaining target-level annual bonuses if operational execution continues (see performance table above). Values retrieved from S&P Global.*