Colin Stretch
ETSYAbout Colin Stretch
Colin Stretch is Chief Legal Officer and Corporate Secretary at Etsy, serving since February 2023. He is age 56. Prior roles include General Counsel of Facebook (now Meta Platforms) from 2013–2019, Of Counsel at Latham & Watkins (Aug 2022–Feb 2023), and Leader‑in‑Residence at Columbia Law and Business Schools (Feb 2020–Feb 2023); earlier he clerked for Justice Stephen Breyer (U.S. Supreme Court) and Judge Laurence Silberman (D.C. Circuit) and was in DOJ Antitrust Honors Program . 2024 corporate bonus metrics paid at 77% for the company component and 100% for individual goals, resulting in an 84% payout of target for Stretch; 2023 PSUs tied to GMS, Revenue, and Adjusted EBITDA margin earned at 93.6% for the completed portion (TSR component still in flight) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Meta Platforms (Facebook, Inc.) | General Counsel | 2013–Sep 2019 | Led global legal function during hyper‑growth and regulatory scrutiny |
| Columbia Law & Business Schools (Reuben Mark Initiative) | Leader‑in‑Residence | Feb 2020–Feb 2023 | Organizational leadership and ethics; executive education |
| Latham & Watkins LLP | Of Counsel | Aug 2022–Feb 2023 | Senior legal advisory capacity |
| U.S. Supreme Court | Law Clerk to Justice Stephen G. Breyer | Earlier career | Appellate and constitutional litigation training |
| U.S. Court of Appeals, D.C. Circuit | Law Clerk to Judge Laurence H. Silberman | Earlier career | Federal appellate practice exposure |
| U.S. DOJ, Antitrust Division | Honors Program Attorney | Earlier career | Antitrust enforcement experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Columbia Law & Business Schools | Leader‑in‑Residence | 2020–2023 | Part‑time external academic role |
| Latham & Watkins LLP | Of Counsel | 2022–2023 | Private practice affiliation prior to Etsy |
Fixed Compensation
| Item | 2024 Amount / Terms |
|---|---|
| Base Salary | $475,000; 3.3% increase effective April 1, 2024 |
| Target Bonus (% of salary) | 70% of base salary |
| Corporate vs Individual Weighting | 70% corporate / 30% individual |
| 2024 Bonus Payout | $279,300 (84% of target: corporate achieved 77%, individual 100%) |
| All Other Compensation (select items) | $105,000 travel stipend; $6,500 security services; $7,069 401(k) match (part of total “All Other” $118,569) |
Multi‑Year Compensation (NEO Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 404,548 | 6,292,980 | 212,000 | 87,600 | 7,147,128 |
| 2024 | 471,270 | 6,644,960 | 279,300 | 118,569 | 7,514,099 |
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
| Metric | Weight | Targeting / Notes | 2024 Achievement | Payout Impact |
|---|---|---|---|---|
| Corporate Goals (GMS, Revenue, Adj. EBITDA margin mix at the Company level) | 70% | Max 200% of target; CEO 80/20, other NEOs 70/30 | Aggregate 77% | Contributed to 84% of target payout for Stretch |
| Individual Goals | 30% | Committee assessment | 100% | Contributed to 84% of target payout for Stretch |
| Overall Payout (Stretch) | — | Target 70% of $475k base | 84% of target | $279,300 |
Long‑Term Incentive Awards (2024 grants)
| Award Type | Grant Date | Shares/Target (#) | Vesting | Grant Value Detail |
|---|---|---|---|---|
| PSUs | 3/15/2024 | 28,865 target | 50% (GMS/Rev/Adj. EBITDA margin portion) vests on 4/1/2026; 50% on 4/1/2027; TSR PSUs vest 100% on 4/1/2027; earnout 0–200% | Grant date FV $2,182,150 (accounting) |
| RSUs | 3/15/2024 | 67,353 | 16 equal quarterly installments beginning 7/1/2024 | Grant date FV $4,462,810 (accounting) |
| Total 2024 LTI “Granted Value” (committee basis) | — | — | Mix 70% RSUs / 30% PSUs for non‑CEO NEOs | $7,000,000 for Stretch |
PSU Performance (2023 awards; outcomes determined in 2025)
| Measure | Weight | Threshold | Target | Stretch | Actual | Weighted Payout % |
|---|---|---|---|---|---|---|
| GMS ($mm) | 25% | 24,420 | 27,452 | 30,483 | 25,748 | 18.0% |
| Revenue ($mm) | 25% | 4,930 | 5,542 | 6,154 | 5,557 | 25.6% |
| Adjusted EBITDA Margin | 25% | 24.8% | 26.3% | 27.4% | 27.6% | 50.0% |
| Subtotal (75% of award) | 75% | — | — | — | — | 93.6% |
| Relative TSR | 25% | — | — | — | In progress through 12/31/2025 | N/A |
PSU share outcomes (2023 grants)
| NEO | PSUs Granted at Target (2023) | PSUs Earned on Completed Metrics | PSUs with Performance Period Not Complete (TSR) |
|---|---|---|---|
| Colin Stretch | 16,616 | 15,547 | 4,154 |
Key 2025 program change: Annual cash incentive replaces “Revenue” with “Take‑rate” (Revenue/GMS), keeping GMS as largest component and Adj. EBITDA margin; PSU period transitions to three‑year for 2025 awards; change driven by shareholder feedback .
Equity Ownership & Alignment
Beneficial ownership (as of April 1, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Colin Stretch | 22,826 | <1% (star in table) |
Outstanding equity (as of Dec 31, 2024) — Stretch
| Instrument | Unvested / Unearned (#) | Market Value ($) |
|---|---|---|
| RSUs lot A | 22,814 | 1,206,632 |
| RSUs lot B | 58,934 | 3,117,019 |
| 2023 PSUs (earned; performance complete; unvested) | 15,547 | 822,281 |
| 2023 PSUs (TSR; performance not complete) | 4,154 | 219,705 |
| 2024 PSUs (target; unearned) | 28,865 | 1,526,670 |
2024 option exercises and stock vested
| Category | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | — | — |
| Stock awards vested | 22,106 | 1,300,068 |
Ownership policies
- Stock ownership guidelines (executives): minimum of the lesser of 1x base salary or 4,400 shares; five‑year compliance window; must retain 50% of net shares until in compliance . Based on 22,826 reported shares, Stretch appears to exceed the 4,400‑share threshold .
- Hedging and pledging: Prohibited for employees, officers, and directors .
- Clawback policy: Adopted consistent with SEC/Nasdaq; filed as Exhibit 97 to Form 10‑K .
Vesting cadence and potential selling pressure
- RSUs vest quarterly (16 equal installments starting 7/1/2024), creating routine vest events that may result in sell‑to‑cover flows on vest dates .
- No option exercises in 2024 by Stretch (limited mechanical pressure from options) .
Employment Terms
Executive Severance Plan (double‑trigger for change‑in‑control)
| Scenario (assumes 12/31/2024 event) | Cash Severance ($) | Health Benefits ($) | PSUs ($) | RSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination (without cause or for good reason; non‑CIC) | 807,500 | 35,463 | 1,668,450 | — | 2,511,413 |
| Qualifying CIC Termination (double trigger; 3 months before/12 months after CIC) | 807,500 | 35,463 | 2,568,656 | 4,323,652 | 7,735,271 |
Additional terms and governance
- Non‑solicitation, non‑competition, confidentiality, non‑disparagement, and cooperation covenants required for severance eligibility .
- Equity acceleration: upon Qualifying CIC Termination, full vesting of RSUs and options and any earned PSUs; RSUs otherwise forfeit upon termination absent CIC/death/qualifying retirement .
- At‑will employment; no single‑trigger CIC equity acceleration; no change‑in‑control excise tax gross‑ups; no option repricing without shareholder approval .
Compensation Structure Insights
- Mix: For non‑CEO NEOs, equity mix is 70% RSUs / 30% PSUs, balancing retention (time‑based RSUs) with performance alignment (PSUs with 2–3 year horizons) .
- 2025 calibration: Annual cash plan adds “take‑rate” to better capture value capture efficiency; PSUs move to 3‑year period, increasing long‑term alignment while differentiating from annual plan horizon .
- Peer group and benchmarking: Committee uses a defined peer set (ANGI, DOCU, DASH, DBX, EBAY, GDDY, HUBS, IAC, MTCH, OKTA, PTON, PINS, RNG, RBLX, SNAP, TRIP, TWLO, W, YELP, Z) and Radford data; does not target a specific percentile; 2024 peer adjustments removed SHOP/TTD; 2025 adjustments removed DASH/RBLX .
Performance & Track Record
- 2024 annual incentive outcome (Stretch): 84% of target, reflecting company aggregate performance of 77% and full individual goal achievement .
- 2023 PSU outcomes (company‑wide metrics): 93.6% earned for the 75% portion tied to GMS, revenue, and Adjusted EBITDA margin; TSR portion (25%) continues through 12/31/2025 .
- 2024 equity vesting/value realization: 22,106 shares vested, value realized $1.30M; no option exercises by Stretch in 2024 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (low alignment risk on collateralized positions) .
- Clawback policy adopted; majority of pay “at‑risk” via equity .
- No excise tax gross‑ups; no option repricing without shareholder approval .
- Say‑on‑pay engagement led to program changes for 2025 (metric shift to take‑rate), indicating responsiveness to shareholders .
Equity Ownership & Alignment — Summary Table
| Dimension | Detail |
|---|---|
| Beneficial Ownership | 22,826 shares (<1%) |
| Ownership Guidelines | Lesser of 1x salary or 4,400 shares; 5‑year window; 50% net‑share retention until met |
| Policy Restrictions | No hedging/pledging; Insider Trading Policy in place |
| Unvested Equity Overhang | RSUs: 22,814 + 58,934 shares; 2023 PSUs: 15,547 earned (unvested), 4,154 TSR (in flight); 2024 PSUs: 28,865 target |
| 2024 Vest/Exercise Activity | 22,106 shares vested ($1.30M value); no option exercises |
Investment Implications
- Retention and supply: Quarterly RSU vesting through 2028 creates mechanical sell‑to‑cover events and ongoing retention hooks; significant unvested RSU/PSU overhang supports retention but can add modest supply near vest dates .
- Pay‑for‑performance: PSU design ties to GMS, revenue, and profitability, with additional TSR modifier; 2023 outcomes at 93.6% for operating metrics suggest balanced targets (neither overly easy nor punitive) .
- Alignment and risk: Prohibition on hedging/pledging and stock ownership guidelines support long‑term alignment; clawback policy adds downside governance protection .
- Change‑in‑control economics: Double‑trigger structure and full equity acceleration under CIC+termination produce meaningful value ($7.7M illustrative), but are standard for market; not excessive given no gross‑ups .
- Program responsiveness: 2025 metric shift to take‑rate addresses investor feedback on revenue quality and monetization efficiency; broader three‑year PSU horizon may enhance long‑termism .
Notes:
- All data reflect disclosures in Etsy’s 2025 Proxy Statement (DEF 14A) and related tables. Where noted, grant date fair values are accounting values under ASC 718 and differ from Compensation Committee “granted value” .