Fred Wilson

About Fred Wilson

Fred Wilson is Etsy’s independent Chair of the Board, serving as non-executive Chair since May 2017 and as a director since 2007. He is a Founder and Partner at Union Square Ventures (since 2003) and brings extensive experience in technology, social media, corporate governance, and scaling growth businesses. Age 63.

Past Roles

External Roles

Board Governance

• Independence and leadership: Independent Chair; board separated Chair/CEO roles to enhance independent oversight. All current directors except the CEO are independent under Nasdaq/SEC rules. Independent directors hold regular executive sessions.
• Committee assignments (Wilson-specific): Chair, Nominating & Corporate Governance Committee; Member, Audit Committee.
  • Audit Committee met 5 times in 2024 and oversees financial reporting, auditor, internal audit, and related-person transactions. Members include Smyth (Chair), Burns, Steinberg, and Wilson.
  • Nominating & Corporate Governance Committee met 7 times in 2024; oversees board composition, director nominations, governance policies, and conflicts. Members include Wilson (Chair) and Burns.
• Attendance and engagement: The Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
• Shareholder engagement: Following 2024 say‑on‑pay support of ~59%, Etsy conducted focused outreach to holders representing >60% of shares; Board Chair and Compensation Committee Chair participated in meetings covering almost 20% of shares. Changes to 2025 compensation design followed.
• Governance evolution: Majority voting for uncontested director elections (2023), overboarding policy (2023), clawback policy (2023), formation of a Risk Oversight Committee (2023), and a 2025 proposal to remove supermajority voting requirements (Proposal 4).

Fixed Compensation (Director)

Policy framework and Fred Wilson’s 2024 actuals:

2024 Director Compensation (Wilson):

• Cash fees: $5,000 (catch‑up). Option awards: $419,973. Stock awards (RSUs): $0. Total: $424,973. Options granted: 12,544.
• 2025 change: Non‑employee directors to receive $250,000 in RSUs plus $50,000 in cash; Board Chair continues to receive retainers in stock options.

Performance Compensation (Director)

• Non‑employee director compensation is not performance‑metric based; grants vest on the date of the next Annual Meeting (or earlier upon change in control or death). The Board Chair receives stock options instead of RSUs; other directors receive RSUs.
• Fred Wilson’s 2024 award details: Option to purchase 12,544 shares; will vest on the date of the 2025 Annual Meeting; grant date fair value $419,973 (Black‑Scholes assumptions disclosed).

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive governance, strategy, and scaling expertise; technology and social media domain experience; early investor perspective; recognized thought leadership in technology, venture capital, and management.

Equity Ownership

Note: Attempted to retrieve recent Form 4 transactions for “Fred Wilson” at ETSY using the insider-trades skill; the API returned 401 Unauthorized, so recent insider trade activity could not be confirmed beyond proxy ownership disclosures. We relied on the Security Ownership table in the 2025 proxy.

Governance Assessment

• Strengths supporting investor confidence:

  • Independent, long‑tenured Chair with deep tech and governance expertise, and direct accountability as Nominating & Corporate Governance Committee Chair.
  • Active oversight (Audit member) with formal processes for related‑person transactions; no Wilson‑related transactions reported.
  • Strong engagement: Board Chair participated in focused outreach after 59% say‑on‑pay, with measurable program changes for 2025.
  • Evolving governance: clawback policy, majority voting, overboarding policy, Risk Oversight Committee; proposal to eliminate supermajority voting.
  • Alignment: Meaningful personal ownership; hedging/pledging prohibited; director ownership guidelines in place.

• Watch items / potential risk factors:

  • Long tenure (since 2007) may raise independence/perception considerations at some institutions even with strong engagement and refreshment elsewhere on the board.
  • Multi‑board time commitments are governed by an overboarding policy (≤4 public boards; notice before accepting additional seats); Wilson currently sits on one other public board (Coinbase), which appears within policy.
  • As Board Chair, compensation is delivered in options rather than RSUs (for HSR reasons), which creates stronger mark‑to‑market exposure to share price than time‑based RSUs; still time‑vested (not performance‑based).

Director Compensation Detail (2024)

Committee Snapshot (Wilson)

Related‑Party/Conflicts Review

• Policy and controls: Audit Committee reviews and must approve related‑person transactions; Code of Conduct requires avoiding conflicts.
• Disclosures: No related‑party transactions involving Fred Wilson; only disclosed related‑person item pertains to another director’s family member employment (approved per policy).

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay result ~59% support; Board Chair and Compensation Committee Chair led targeted engagement, meeting with holders representing ~37% of outstanding shares, and implemented 2025 program changes (three‑year PSU performance periods; revised annual incentive metric to take‑rate).

Equity Ownership Alignment

• Beneficial ownership of 536,562 shares (<1% of outstanding) plus options exercisable within 60 days; exceeds director ownership guideline by share count; hedging/pledging prohibited.