Josh Silverman
ETSYAbout Josh Silverman
Josh Silverman is Etsy’s Chief Executive Officer (CEO) since May 2017, a director since 2016, and will transition to Executive Chair on January 1, 2026; he was age 56 in the 2025 proxy . Under his leadership, Etsy’s revenue grew nearly eightfold from 2016 to 2024 and the share price appreciated more than seven times from May 3, 2017 to October 28, 2025 . 2020 operational execution included record GMS and revenue growth and strong adjusted EBITDA margin, with substantial buyer and seller expansion . Silverman beneficially owned 1,956,474 Etsy shares (1.8%) as of April 1, 2025, evidencing significant alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Etsy, Inc. | President & CEO (later CEO) | 2017–2025 | Scaled marketplace; revenue nearly 8x; multi-year TSR appreciation |
| Hellman & Friedman | Senior Operating Advisor | 2017 | PE operating expertise; strategic insights |
| Greylock Partners | Executive in Residence | 2016 | VC perspective; product/growth focus |
| American Express | President, Consumer Products & Services | 2011–2015 | Led consumer businesses; payments/marketing acumen |
| Skype | CEO | 2008–2010 | Ran global communications platform |
| Shopping.com (eBay) | CEO | 2006–2008 | E-commerce leadership; data-driven marketplace |
| eBay | Various executive roles | Prior to 2006 | Marketplace operations and strategy |
| Evite | Co-founder & CEO | 1998–2001 | Built consumer internet brand; exit achieved |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shake Shack Inc. | Director | Since 2016 | Consumer brand governance; network effects and scaling experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Notes |
|---|---|---|---|
| 2024 | 660,000 | 120% | Corporate/individual weights: 80%/20% |
| 2023 | 652,603 | 120% | Corporate/individual weights: 80%/20% |
| 2022 | 622,500 | 120% | Corporate/individual weights: 80%/20% |
| 2021 | 600,000 | 100% | Corporate/individual weights: 80%/20% |
Performance Compensation
Annual Cash Incentive Design and Metrics
- Metrics and weightings (CEO): 80% corporate (GMS, revenue, adjusted EBITDA margin) and 20% individual performance; max payout 200% of target .
- 2025 changes: replace revenue with take-rate (revenue/GMS); retain GMS and adjusted EBITDA margin; 2025 results to be disclosed in 2026 proxy .
Annual Cash Incentive Payouts
| Year | Target Bonus (% of Salary) | Company Portion Earned (%) | Individual Portion Earned (%) | Total Earned (% of Target) | Incentive Cash ($) |
|---|---|---|---|---|---|
| 2024 | 120% | 77% | 100% | 82% | 649,440 |
| 2023 | 120% | Achieved 129% corporate but payouts limited; CEO paid 50% of target | — | 50% | 396,000 |
| 2022 | 120% | 45% | 95% | 66% of base (equates to 55% of target) | 416,000 |
| 2021 | 100% | Aggregate corporate set at 189% | Individual included ESG goals | 183% of base | 1,099,000 |
Long-Term Equity Awards and Vesting
| Award | Grant Date | Quantity / Value | Vesting Details |
|---|---|---|---|
| PSUs (GMS, revenue, adj. EBITDA margin; relative TSR) | 3/15/2021 | Target PSUs 114,836; options 37,613 at $223.23; RSUs 24,804; total grant date FV stock awards $35,273,412; options FV $3,599,940 | PSUs: 50% vested 4/1/2024; 50% vested 4/1/2025; TSR PSUs on 2025 timeline |
| RSUs (annual cycles) | 2021–2024 | 2024 stock awards FV $16,574,365; 2023 $15,483,730; 2022 $15,410,262 | RSUs from 2021 grants: 8 semi-annual installments starting 10/1/2021; 2022 grants: start 10/1/2022; 2023 grants: start 10/1/2023; 2024 grants: 16 quarterly installments starting 7/1/2024 |
| PSUs (2022) | 2022 grants | Included GMS, revenue, adj. EBITDA and relative TSR components | GMS/revenue/adj. EBITDA: 1/3 on 4/1/2023, 4/1/2024, 4/1/2025; TSR PSUs vest 4/1/2025 |
| PSUs (2023) | 2023 grants | GMS, revenue, adj. EBITDA margin and relative TSR | GMS/revenue/EBITDA margin: earned over 2-year period to 12/31/2024; 50% vested 4/1/2025; 50% vests 4/1/2026; TSR PSUs vest 4/1/2026 |
| Options (2021 grant) | 3/15/2021 | 37,613 options at $223.23 strike | Vested in eight semi-annual tranches from 10/1/2021; fully vested by 4/1/2025 |
Clawback, Hedging/Pledging, and Grant Practices
- Clawback policy adopted consistent with SEC/Nasdaq; awards subject to recovery under the policy and plan .
- Hedging and pledging of Etsy stock prohibited for employees and directors .
- Equity award grant policy: annual grants on March 15; quantities determined via 30-day average price to mitigate volatility .
Equity Ownership & Alignment
| Date (as of) | Shares Beneficially Owned (#) | % of Class |
|---|---|---|
| Apr 1, 2025 | 1,956,474 | 1.8% |
| Apr 1, 2024 | 1,944,416 | 1.6% |
| Apr 1, 2023 | 2,181,827 | 1.8% |
| Apr 1, 2022 | 2,681,707 | 2.1% |
| Apr 13, 2021 | 3,064,097 | 2.4% |
| Apr 12, 2018 | 1,281,492 | 1.1% |
- Stock ownership guidelines: CEO must hold lesser of six times base salary or 37,800 shares; executives one times salary or 4,400 shares; non-employee directors lesser of $150,000 or 1,500 shares; 5-year compliance window with 50% post-vest retention if not met .
- Prohibited: hedging and pledging of company stock .
- Insider selling pressure indicators: Major PSU/RSU vest dates occur on April 1, 2025 and April 1, 2026, which may coincide with 10b5-1 programmatic sales; policy permits 10b5-1 plans but prohibits hedging/pledging .
Employment Terms
- Executive Chair transition: Silverman will resign as CEO on Dec 31, 2025 and serve as Executive Chair through Dec 31, 2026; then Senior Advisor until Apr 1, 2027 .
- Compensation as Executive Chair: $420,000 base salary in 2026; target bonus 100%; PSUs of ~$8,000,000 grant-date value, eligible to vest on Apr 1, 2027 subject to performance; no further equity eligibility beyond this award .
- Equity treatment: Outstanding RSUs and PSUs continue vesting through Senior Advisor term; options remain exercisable during Executive Chair, Senior Advisor, and board service, not beyond original term; resignation forfeits unvested equity .
- Change-in-control: Prior to Apr 1, 2027, equity that would vest on or before Apr 1, 2027 vests immediately; other unvested equity forfeited .
- Severance framework updates (2025 proxy): Qualifying Termination includes six months RSU acceleration; Qualifying CIC Termination adds entitlement to target annual cash incentive for year of termination; double-trigger structure with full vesting of outstanding equity awards .
- Existing CIC policy (2024): Double-trigger full vesting; death provides immediate full vesting of RSUs, options, previously earned PSUs and prorated PSUs at target .
Board Governance
- Director service: Silverman has been on Etsy’s board since 2016; not independent due to CEO role .
- Chair structure: Independent Chair (Fred Wilson) since May 2017 to support CEO independence; Wilson will step down as Chairman with Silverman becoming Executive Chair on Jan 1, 2026 .
- Committee roles: Silverman serves on no board committees; Audit, Compensation, and Nominating committees are fully independent (e.g., Smyth Audit Chair) .
- Executive sessions: Independent directors hold regular executive sessions without management .
Director Compensation (non-employee directors; employee CEO does not receive director pay)
- 2024 program: Annual board retainer $300,000; committee chair/member retainers (Audit Chair $24k, Comp Chair $20k, Nominating Chair $10k, Risk Oversight Chair $20k); mix primarily RSUs, with options for Board Chair due to HSR considerations; catch-up retainers for mid-year role changes .
- Employee directors receive no additional director compensation .
Compensation Peer Group and Say-on-Pay
- Peer group methodology: Consumer discretionary/staples/IT; 0.5x–2.0x revenue; 0.33x–3.0x market cap; reviewed annually with Compensia .
- Peer group updates: 2023 added Roblox and removed MercadoLibre, Stitch Fix, Twitter, Zendesk; 2024 added IAC and Yelp, removed Shopify and The Trade Desk; 2025 removed DoorDash and Roblox .
- Say-on-Pay results: 2021 >95% approval ; 2023 84% approval ; 2024 approximately 59% approval, prompting enhanced engagement and 2025 incentive metric changes .
Performance & Track Record
Revenues and EBITDA (FY)
| Metric | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 441,231,000 | 603,693,000 | 818,379,000 | 1,725,625,000 | 2,329,114,000 | 2,566,111,000 | 2,748,377,000* | 2,808,332,000 |
| EBITDA ($) | 47,952,000 | 92,028,000* | 122,009,000* | 461,402,000* | 546,703,000* | 445,864,000* | 431,532,000* | 437,582,000* |
Values retrieved from S&P Global*.
- 2020 operational highlights: Record GMS up ~107% YoY, revenue up ~111% YoY, adjusted EBITDA margin ~32%, habitual buyers grew to 6.5 million, and notable sustainability and diversity achievements .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; reduces misalignment risk .
- No repricing/buyouts of underwater options without shareholder approval; plan forbids repricing .
- No excise tax “gross-ups”; shareholder-friendly practice .
- 2024 say-on-pay at ~59% signals investor concern; Etsy added take-rate metric to annual incentives and updated severance to address feedback .
Equity Ownership & Vesting Calendar (insider selling pressure)
- Key vest dates likely to create supply: April 1, 2025 and April 1, 2026 (PSU and RSU tranches), plus quarterly RSU vesting from July 1, 2024 for 2024 grants .
- Trading plans: Company uses 10b5-1 for buybacks; executives may use 10b5-1 plans; hedging/pledging prohibited .
Compensation Structure Analysis
- Mix heavily weighted to variable pay; large multi-year equity awards with PSUs align to performance (GMS, take-rate/revenue, adjusted EBITDA margin, relative TSR) .
- Shift to take-rate in 2025 increases focus on monetization efficiency, addressing investor feedback and diversifying time horizons between annual and PSU programs .
- Severance changes in 2025 add six months RSU acceleration and target bonus on CIC termination, slightly increasing guaranteed outcomes but within double-trigger framework .
Employment Contracts & Severance Economics
- Executive Severance Plan: Double-trigger CIC full vesting; 2025 updates include six months RSU acceleration for Qualifying Termination and target annual cash incentive upon Qualifying CIC Termination .
- Executive Chair agreement: 2026 salary $420k, target bonus 100% for 2026, ~$8M PSUs vesting 4/1/2027; forfeiture upon resignation; limited CIC vesting to awards vesting by 4/1/2027 .
Board Service History and Dual-Role Implications
- Board tenure: Director since 2016; CEO from 2017–2025; Executive Chair from 2026; not independent .
- Independent Chair structure (2017–2025) mitigated CEO/Chair dual-role; beginning Jan 1, 2026, Silverman as Executive Chair increases board influence—monitor committee independence and Lead Independent Director practices to preserve governance balance .
- Committee independence maintained; Silverman not on committees .
Investment Implications
- Alignment: Significant long-term equity awards with explicit performance metrics and robust ownership guidelines, plus prohibitions on hedging/pledging, support alignment; watch 2025 take-rate metric for monetization signal strength .
- Near-term selling pressure: April 1, 2025 and April 1, 2026 vesting dates could create supply; any 10b5-1 sales should be anticipated around these events .
- Governance: Transition to Executive Chair concentrates influence; continued independent committee oversight and engagement responses to 2024 say-on-pay (59%) will be key to investor confidence .
- Execution track record: Multi-year revenue and EBITDA expansion and marketplace scaling under Silverman; 2025 metric changes aim to deepen pay-for-performance alignment amid shareholder feedback .