C. Andrew Ballard
ETSYAbout C. Andrew Ballard
Independent director of Etsy since 2021; age 52. Ballard is CEO and Co‑Founder of Wiser Solutions, Founder/Managing Partner of Figtree Partners, and previously a Managing Director and Senior Advisor at Hellman & Friedman. He brings expertise across technology, marketing, data analytics, media, finance, and strategic transactions; he serves on Etsy’s Compensation Committee and is a current director of Domino’s Pizza, Inc.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wiser Solutions, Inc. | Chief Executive Officer & Co‑Founder | Since 2012 | Software and data company focused on brands/retailers |
| Figtree Partners | Founder & Managing Partner | Since 2012 | Investment firm focused on software and technology |
| Hellman & Friedman LLC | Managing Director; later Senior Advisor | MD: 2006–2012; SA: 2012–2019 | Private equity; strategic transactions and investing |
| Bain Capital, LLC | Various positions | Prior to 2006 | Early investing experience |
| Bain & Company, Inc. | Various positions | Prior to 2006 | Strategy consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domino’s Pizza, Inc. | Director | Since 2015 | Current public company board service |
| CrossFit (private) | Director | Not disclosed | Private company directorship |
| Datacor, Inc. (private) | Director | Not disclosed | Private company directorship |
| Zignal Labs (private) | Director | Not disclosed | Private company directorship |
Board Governance
- Independence and structure: Etsy’s board is majority independent with an independent Chair (Fred Wilson); Ballard is independent; committees are fully independent; regular executive sessions of independent directors are held. Overboarding policy limits directors to ≤4 public company boards; directors who are public company executives limited to ≤2, inclusive of Etsy.
- Committee service and chair roles: Ballard serves on the Compensation Committee; Melissa Reiff is Compensation Committee Chair; Margaret Smyth is Audit Committee Chair; Marla Blow is Risk Oversight Committee Chair; Fred Wilson is Chair of the Board and Chair of Nominating & Corporate Governance.
- Meetings and attendance: The board met 6 times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting. Compensation Committee held 6 meetings in 2024; Audit Committee held 5; Risk Oversight held 4.
- Compensation Committee interlocks/conflicts: During 2024, the Compensation Committee comprised Ballard, Jonathan Klein, and Melissa Reiff; no interlocks or relationships required to be disclosed; none of Etsy’s executive officers served on boards/comp committees of companies with reciprocal ties to Etsy’s board.
Committee assignments and meeting cadence
| Committee | Ballard’s Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Member | 6 |
Fixed Compensation
Non‑Employee Director Compensation Program (2024)
| Component | Annual Value ($) |
|---|---|
| Annual Board Retainer | 300,000 |
| Board Chair Additional Retainer | 100,000 |
| Audit Committee Chair | 24,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Chair | 20,000 |
| Compensation Committee Member | 8,000 |
| Nominating & Corporate Governance Chair | 10,000 |
| Nominating & Corporate Governance Member | 5,000 |
| Risk Oversight Committee Chair | 20,000 |
| Risk Oversight Committee Member | 8,000 |
| Any other committee constituted by Board | 40,000 unless otherwise determined |
- Paid primarily in equity RSUs at annual meeting; catch‑up retainers in cash for mid‑year role changes; Board Chair paid in options due to HSR considerations.
- 2025 change: pay mix updated to $250,000 RSUs (vesting by next annual meeting or earlier on change‑in‑control/death) + $50,000 cash; Board Chair continues to receive retainers in options.
Ballard – Actual 2024 Director Compensation
| Item | Amount ($) | Detail |
|---|---|---|
| Fees Paid in Cash | 5,000 | Prorated catch‑up retainer for ad hoc committee service |
| Stock Awards (RSUs grant‑date fair value) | 293,363 | 4,878 RSUs valued at grant; 30‑day avg price method |
| Option Awards | — | N/A |
| Total 2024 Director Compensation | 298,363 | Sum of cash + equity |
| Unvested RSUs (12/31/2024) | 4,878 | Outstanding unvested |
| Vested Stock Options (12/31/2024) | 689 | Currently exercisable |
Performance Compensation
| Element | Structure | Metrics/Targets |
|---|---|---|
| Annual director equity grant | RSUs vest in full at next Annual Meeting; accelerated on change‑in‑control or death | No performance metrics; service‑based vesting |
| 2025 pay mix | RSUs + cash for non‑employee directors | No performance metrics; service‑based vesting |
Directors do not receive performance‑based incentives (no PSUs/options tied to metrics for regular directors). RSU vesting is time‑based; there are no disclosed director performance goals or TSR hurdles.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Domino’s Pizza, Inc. | Director (since 2015) | No compensation committee interlocks with Etsy in 2024; Etsy discloses none required under SEC rules |
Expertise & Qualifications
- Executive leadership and investor across technology, marketing, data analytics, media, finance; strategic transactions/M&A experience as director/investor across business life cycles.
- Practical governance experience through public board service (Domino’s).
Equity Ownership
| Ownership Detail (as of April 1, 2025) | Shares/Units | % of Class |
|---|---|---|
| Beneficially owned shares (total) | 4,007 | * (<1%) |
| Of which: common shares held | 3,318 | — |
| Of which: options currently exercisable | 689 | — |
| Unvested RSUs outstanding (12/31/2024) | 4,878 | — |
- Stock ownership guidelines for directors: minimum equivalent to the lesser of $150,000 or 1,500 shares; compliance deadline December 31, 2027 (Steinberg 2029; Rosenblatt 2030).
- Hedging and pledging of Etsy equity are prohibited for employees and non‑employee directors; short sales and derivatives trading also prohibited.
Governance Assessment
- Board effectiveness and independence: Ballard serves on a fully independent Compensation Committee; Etsy uses an independent consultant (Compensia); clawback and stock ownership policies in place; overboarding limits and majority voting standard adopted. These support investor confidence in oversight rigor.
- Attendance and engagement: Board met 6 times in 2024; each director attended ≥75% of board/committee meetings; Compensation Committee met 6 times, indicating active oversight.
- Conflicts/related‑party exposure: No related‑party transactions involving Ballard; only disclosure pertains to an employee relative of another director (Gary Briggs); Audit Committee oversees related‑party reviews via formal policy.
- Shareholder signals: Ballard was re‑elected at the 2025 Annual Meeting with 54.1M votes for; say‑on‑pay support improved materially from 2024 to 2025 following program changes (three‑year PSU metrics, revised cash incentive metric to take‑rate), reflecting responsiveness to investor feedback.
2025 Director Election – Ballard
| Metric | 2024 | 2025 |
|---|---|---|
| Votes For | — | 54,122,356 |
| Votes Against | — | 16,623,174 |
| Abstentions | — | 194,961 |
| Broker Non‑Votes | — | 16,362,203 |
Say‑on‑Pay Votes
| Metric | 2024 | 2025 |
|---|---|---|
| Votes For | 50,582,890 | 62,001,417 |
| Votes Against | 34,881,064 | 8,652,096 |
| Abstentions | 107,659 | 286,978 |
| Broker Non‑Votes | 12,723,292 | 16,362,203 |
Red flags: None identified specific to Ballard (no related‑party transactions, no interlocks, attendance threshold met, hedging/pledging prohibited). 2024’s relatively low say‑on‑pay support (59%) was a program‑level issue; Etsy implemented changes in 2025, and support increased.
Overall implication: Ballard’s profile indicates relevant marketplace/data/transaction expertise, active committee participation without disclosed conflicts, and equity ownership aligned under Etsy’s governance policies—supporting board effectiveness and investor confidence.