Paula Volent
About Paula J. Volent
Paula J. Volent, 68, is an independent director of 1stdibs.com, Inc. (DIBS) serving since June 2021; she sits on the Audit Committee and chairs the Nominating & Corporate Governance Committee . She has been Chief Investment Officer of Rockefeller University since August 2021 and previously served as CIO of Bowdoin College; she is also a director at MSCI Inc. since February 2020. She holds an MBA from Yale School of Management, an MA from NYU’s Institute of Fine Arts, and a BA from the University of New Hampshire .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bowdoin College | Senior VP for Investments & Chief Investment Officer | Jan 2006–Jul 2021 | Led investment program; CIO responsibilities |
| Bowdoin College | Vice President for Investments | Jan 2002–Jan 2006 | Investment management leadership |
| Bowdoin College | Associate Treasurer | Jul 2000–Dec 2002 | Treasury/investment functions |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| MSCI Inc. (NYSE: MSCI) | Director | Feb 2020 | Public company board service |
| Rockefeller University | Chief Investment Officer | Aug 2021 | Oversees endowment investments |
Board Governance
- Independence: The board determined Volent is independent under Nasdaq rules; six of seven directors are independent .
- Committees:
- Audit Committee member; 4 meetings held in 2024 .
- Nominating & Corporate Governance Committee chair; 4 meetings held in 2024; oversees director nominations, board evaluation, ownership guidelines, CEO succession planning, and broader ESG oversight .
- Board meetings and engagement: Board met 4 times in 2024; each director attended at least 75% of board/committee meetings; 5 of 7 directors attended the 2024 annual meeting .
- Leadership structure: CEO David S. Rosenblatt serves as Chairperson; Matthew R. Cohler is Lead Independent Director .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled board meeting .
2025 Shareholder Support for Director Election
| Nominee | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Paula J. Volent | 22,554,329 | 1,718,355 | 5,070,364 |
Investor takeaway: Strong re-election support for Volent in 2025, broadly consistent with board-endorsed nominees .
Fixed Compensation
| Component | Amount | Detail/Source |
|---|---|---|
| Cash fees earned (2024) | $48,000 | Sum of standard retainers based on policy |
| Base annual retainer | $30,000 | Non-employee director cash retainer |
| Committee chair retainer (NCG) | $8,000 | Nominating & Corporate Governance Committee chair |
| Committee member retainer (Audit) | $10,000 | Audit Committee member |
| Meeting fees | None disclosed | No per-meeting fees indicated |
Cash compensation is modest; most value delivered via equity grants aligned to service continuity .
Performance Compensation
| Component | Amount/Units | Vesting/Performance | Notes |
|---|---|---|---|
| Stock awards (grant-date fair value, 2024) | $189,849 | Annual RSU award; vests fully on next Company Vesting Date after the annual meeting or upon Change in Control | Annual awards sized at $150,000 ÷ 90-day trailing average price; rounded to whole shares |
| RSUs outstanding (12/31/2024) | 31,380 shares | Time-based vesting; director Annual Award vests on schedule noted above | RSU counts reflect unvested/outstanding director equity |
| Options | None | Not part of director program | Equity program for directors is RSU-based |
| Performance metrics tied to director comp | None disclosed; time-based RSUs only | — | Director equity is service-based, not performance-based |
Change-in-control terms: Director Annual Awards are single-trigger for vesting (full vesting on consummation of a Change in Control) . Clawback policy applies to incentive-based compensation for executive officers per Nasdaq Rule 10D-1; directors’ service-based RSUs are not identified as subject to the clawback .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| MSCI Inc. | Director | No DIBS-related transactions disclosed; MSCI operates in financial analytics, not competing with DIBS’s marketplace |
| Rockefeller University | CIO | Academic institution; no DIBS related-party transactions disclosed |
Related-party oversight: Audit Committee monitors related-person transactions; no transactions involving Volent were disclosed for periods since Jan 1, 2023 .
Expertise & Qualifications
- Investment management leadership (CIO roles at Rockefeller University and Bowdoin College) and capital markets experience .
- Audit committee financial sophistication: Board determined all Audit Committee members, including Volent, qualify as audit committee financial experts under SEC rules and meet Nasdaq financial sophistication requirements .
- Governance leadership: NCG Committee chair; scopes include director nominations, board/committee evaluation, ownership guidelines, CEO succession, and ESG oversight .
- Education: MBA (Yale SOM), MA (NYU Institute of Fine Arts), BA (University of New Hampshire) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Paula J. Volent | 60,905 | <1% | Includes 43,238 common shares and options to purchase 17,667 shares exercisable within 60 days |
| RSUs outstanding (director) | 31,380 | — | RSUs are service-based and unvested/outstanding as of 12/31/2024 |
- Anti-hedging: Hedging/short sales/margin and derivative transactions are prohibited without prior written pre-clearance under the Insider Trading Policy .
- Pledging: No explicit pledging prohibition disclosed; no pledging by Volent reported .
- Ownership guidelines: NCG Committee reviews stock ownership guidelines for non-employee directors and officers; numeric multiples not disclosed .
Governance Assessment
- Board effectiveness: Volent’s dual roles—Audit Committee member and NCG Committee chair—position her at the core of financial oversight and board composition/succession, with confirmed audit financial expertise . Independent status and executive-session participation support robust oversight .
- Engagement and shareholder confidence: 2025 re-election received 22.55M “For” votes vs 1.72M “Withheld” (broker non-votes 5.07M), indicating strong investor support . Attendance thresholds were met across directors; board met four times in 2024 .
- Incentives and alignment: Director pay skews toward equity via time-based RSUs, with modest cash retainers; Annual Awards vest promptly after the annual meeting or upon change in control, reinforcing service continuity but not performance linkage . Beneficial ownership is <1%; RSUs outstanding supplement alignment .
- Conflicts and related-party risk: No related-party transactions involving Volent disclosed; audit committee oversees such matters under a defined policy . External roles (MSCI, Rockefeller University) present limited conflict risk given DIBS’s marketplace business and absence of disclosed transactions .
- Risk indicators: Anti-hedging policy reduces misalignment risk ; Section 16(a) filings were timely in 2024 except one unrelated individual, with no exception noted for Volent . No legal proceedings or investigations involving Volent disclosed in the proxy .
Overall signal: Strong independence, audit/NCG leadership, and favorable shareholder support underpin governance confidence; compensation structure is conventional for directors (cash + service-based RSUs) with single-trigger vesting upon change in control, warranting monitoring but common for small-cap issuers .
Key Policies and Oversight
- Lead Independent Director (Matthew R. Cohler) provides counterbalance to combined CEO/Chair structure .
- Audit Committee oversees cybersecurity, financial reporting, related-person transactions, and auditor independence; EY audit fees totaled $1,176,700 in 2024 .
- Compensation Recovery Policy applies to executive officers’ incentive-based pay; board and committees comply with Nasdaq/SEC governance requirements .
Director Compensation Mix (2024)
| Category | Paula J. Volent | Source |
|---|---|---|
| Cash (fees earned) | $48,000 | Director cash retainers and committee fees per policy |
| Equity (RSUs, grant-date fair value) | $189,849 | Annual RSU award; service-based vesting |
| Total | $237,849 | — |
Insider Trades & Compliance
| Item | Status | Source |
|---|---|---|
| Section 16(a) filings for 2024 | All timely except one Form 4 for a different insider; no exception noted for Volent | Company disclosure |
| Beneficial ownership detail | 60,905 shares; options exercisable within 60 days: 17,667 | Security ownership table |
RED FLAGS
- None disclosed related to Volent: no related-party transactions, no attendance shortfalls, and strong election support .
- Note: Single-trigger vesting of director RSUs upon change in control is standard in many plans but can be scrutinized for alignment; monitor future adjustments .
Additional Notes
- Director compensation policy: Annual RSU awards sized to $150,000 ÷ 90-day trailing average price; Annual Award vests on next quarterly Company Vesting Date post-annual meeting or at CoC; Initial Awards for new directors vest over three years .
- Audit Committee membership: Lori A. Hickok (Chair), Matthew R. Cohler, Paula J. Volent; 4 meetings in 2024 .
- NCG Committee membership: Paula J. Volent (Chair), Andrew G. Robb; 4 meetings in 2024 .