Gary S. Briggs
ETSYAbout Gary S. Briggs
Independent Class III director at Etsy since 2018 (age 62). Core credentials include significant brand strategy and marketing expertise and executive leadership experience across technology and e‑commerce, including service as VP & Chief Marketing Officer of Facebook (Meta) and senior roles at Google, eBay, PayPal, IBM, and PepsiCo. He serves on Etsy’s Risk Oversight Committee and is classified as independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms (Facebook) | Vice President & Chief Marketing Officer | 2013–Nov 2018 | Led global brand/marketing in social media at scale |
| Hawkfish, LLC | Chairman | Sep 2019–May 2021 | Political data/technology digital marketing oversight |
| Biden for President / Harris for President | Senior Advisor, Paid Media | Apr–Jul 2024; Jul–Nov 2024 | Campaign paid media strategy |
| Google, eBay, PayPal, IBM, PepsiCo | Various senior marketing roles | Prior to 2013 | Brand strategy and e‑commerce marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Petco Health & Wellness Company Inc. | Director | Since 2018 | Current public company board |
| Afterpay Limited | Director | Jan 2020–Mar 2022 | Acquired by Block, Inc. (formerly Square) |
| LifeLock, Inc. | Director | 2013–2017 | Acquired by Symantec |
| Combe, Inc. (private) | Director | Since 2023 | Private company board |
Board Governance
- Independence: Etsy’s Board determined all directors except the CEO are independent; all committee members (including Risk Oversight) meet heightened independence requirements .
- Committee assignment: Risk Oversight Committee member (not Chair) .
- Board/committee activity and attendance:
- Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings .
- Risk Oversight Committee met 4 times in 2024; mandate covers technology/cybersecurity (including AI/ML risks), regulatory/compliance, marketplace content/IP/fraud, operational resilience, and payment operations/risks .
| Governance Item | Detail |
|---|---|
| Board Chair structure | Independent Chair (Fred Wilson) since May 2017; separation of Chair/CEO roles |
| Executive sessions | Regular sessions of independent directors |
| Majority voting | Adopted for uncontested elections; resignation policy for < majority support |
| Overboarding policy | Max 4 public boards (2 if serving as a public company executive) absent Board approval |
| Clawback, hedging/pledging | Clawback policy in place; hedging/pledging prohibited for employees/directors |
Fixed Compensation
- Program structure (2024): Non‑employee directors received an annual Board retainer of $300,000 and additional retainers by committee role, paid in equity; “catch‑up” amounts apply when roles change intra‑year. Retainer schedule below .
| Retainer Component | Annual Value ($) |
|---|---|
| Board Retainer | 300,000 |
| Committee Chair – Audit | 24,000 |
| Committee Member – Audit | 10,000 |
| Committee Chair – Compensation | 20,000 |
| Committee Member – Compensation | 8,000 |
| Committee Chair – Nominating & Governance | 10,000 |
| Committee Member – Nominating & Governance | 5,000 |
| Committee Chair – Risk Oversight | 20,000 |
| Committee Member – Risk Oversight | 8,000 |
| Ad hoc committee (if constituted) | 40,000 unless otherwise determined |
- 2024 Gary S. Briggs cash component:
- Fees paid in cash: $4,000 (prorated catch‑up for additional committee activity formed after the 2024 Annual Meeting) .
| Director | Fees Paid in Cash ($) | Notes |
|---|---|---|
| Gary S. Briggs | 4,000 | Prorated catch‑up retainer for Risk Oversight Committee formation post‑Annual Meeting |
- Change for 2025: Shift to mixed pay ($250,000 RSUs vesting at next Annual Meeting; $50,000 cash payable around the 2026 Annual Meeting); Board Chair continues to receive options .
Performance Compensation
- 2024 equity grants to Gary S. Briggs (director compensation):
- RSUs granted: 4,878; grant‑date fair value: $293,363; RSUs vest in full on the date of the next Annual Meeting (or earlier upon change in control or death), subject to continued service .
- No option award granted in 2024; he has prior vested options outstanding (see Equity Ownership) .
| Equity Award Type | Grant Date Terms | Units / Value | Vesting |
|---|---|---|---|
| RSUs (2024 Annual Retainer + Committee retainer) | Fair value based on 30‑day avg price; granted on 2024 Annual Meeting date | 4,878 RSUs; $293,363 fair value | Full vest at next Annual Meeting; earlier vest on change‑in‑control or death |
| Options (2024) | N/A | — | — |
No director performance metrics (e.g., GMS, EBITDA margin, TSR) are tied to non‑employee director compensation; director equity is time‑based RSUs with standard vesting as disclosed .
Other Directorships & Interlocks
| Company | Potential Interlock / Relationship to Etsy |
|---|---|
| Petco Health & Wellness (current) | Consumer retail; no Etsy supplier/customer relationship disclosed |
| Afterpay (2020–2022; acquired by Block) | Fintech; no Etsy transactional interlock disclosed in proxy |
| LifeLock (2013–2017; acquired by Symantec) | Cybersecurity/ID protection; no Etsy relationship disclosed |
| Combe, Inc. (private) | Consumer products; no Etsy relationship disclosed |
Expertise & Qualifications
- Significant brand strategy and marketing expertise; executive leadership across technology/e‑commerce; aligns with Etsy’s focus on differentiated marketplace experience and buyer engagement .
- Risk oversight exposure via committee service covering cybersecurity, AI/ML model risk, marketplace policy, operational resilience, and payments risk .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 34,426 | Less than 1% of shares outstanding; comprised of 15,557 shares plus 18,869 currently exercisable options |
| Direct shares (outright) | 15,557 | As of April 1, 2025 |
| Options exercisable (≤60 days) | 18,869 | Currently exercisable |
| Unvested RSUs (12/31/2024) | 4,878 | Outstanding as of year‑end |
| Ownership guidelines | Minimum for directors: lesser of $150,000 or 1,500 shares; Briggs’ 15,557 direct shares exceed the 1,500‑share threshold | |
| Pledging/Hedging | Prohibited by company policy; no pledging disclosed for Briggs |
Governance Assessment
- Board effectiveness: Briggs adds deep brand and marketing capability, with technology/e‑commerce operating experience that supports Etsy’s buyer engagement and marketplace differentiation agenda; his Risk Oversight Committee role is aligned with Etsy’s material risk profile (cyber/AI, marketplace integrity, and payments) .
- Independence and attendance: Classified independent; at least 75% attendance in 2024; Risk Oversight Committee met 4 times, indicating active risk governance cadence .
- Compensation alignment: Director pay predominantly equity‑based RSUs with at‑meeting vest, reinforcing shareholder alignment; modest cash catch‑up only due to committee changes; 2025 mix adds a small cash retainer without increasing total board retainer .
- Ownership alignment: Holds 15,557 direct shares and 18,869 vested options; exceeds director stock ownership guideline share count threshold, signaling meaningful skin‑in‑the‑game .
- Related‑party exposure: RED FLAG (monitored). Etsy employs his son (software engineer) with $147,600 base salary and a $28,000 equity refresh; Audit Committee reviewed/approved; compensation consistent with peers per policy. While approved under the Related Person Transaction Policy, investors may consider the appearance of conflict and ongoing oversight as a governance watch‑item .
- Filings/Section 16: Proxy cites delinquent Section 16 items for other individuals; no exceptions are cited for Briggs .
Overall signal: Independent status, risk oversight engagement, and equity‑heavy pay/ownership are positive for alignment. The disclosed family employment is appropriately controlled via Audit Committee policy but merits continued monitoring for any expanded scope or preferential treatment indicators .