Kruti Patel Goyal

About Kruti Patel Goyal

Etsy’s incoming CEO (effective Jan 1, 2026), currently President and Chief Growth Officer (since Jan 1, 2025), age 49/48 (proxy lists age 48 in April 2025), with a decade-plus of Etsy operating experience and a turnaround track record at Depop where GMS and buyer growth accelerated materially under her leadership . Company context during 2024: revenue grew 2.2% to $2.8B and Adjusted EBITDA rose 3.6% to $781.5M, despite GMS headwinds, with management shifting 2025 incentive design to better align with growth and efficiency priorities . Education details were not disclosed in filings; prior external roles include Morgan Stanley (M&A), General Atlantic (growth equity), Viacom (strategy/business development), and Product (RED) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual cash incentive program (company-level design):
  • 2024 metrics and weightings: GMS (40%), Revenue (30%), Adjusted EBITDA margin (30%); company performance resulted in a 77% corporate score for 2024 .
  • 2025 change: Revenue replaced with take-rate, with GMS retained as the largest component and Adjusted EBITDA margin as the profitability metric; exact weightings for 2025 not disclosed in proxy .
• Long-term equity incentives (company-level design):
  • PSU metrics: GMS, Revenue, Adjusted EBITDA margin, and Relative TSR vs Nasdaq Composite constituents .
  • Performance periods: 2024 grants used 2-year periods for financial metrics and 3-year for TSR; 2025 grants move all metrics to a 3-year performance period .
• Kruti-specific equity:
  • Promotion equity award upon becoming President & Chief Growth Officer: $8,000,000 aggregate grant date fair value, 70% RSUs / 30% PSUs (subject to Compensation Committee approval) .
  • CEO promotion equity (effective 2026): approximately $16,000,000, 50% RSUs / 50% PSUs (subject to Committee approval) .

Equity Ownership & Alignment

• Stock ownership guidelines:
  • CEO: lesser of 6x base salary or 37,800 shares; Other executive officers: lesser of 1x base salary or 4,400 shares; five-year compliance window from April 12, 2022 or from first becoming an executive officer/promoted to CEO, whichever is later .
  • Prohibitions on pledging/hedging: employees, executives, and directors are prohibited from pledging or hedging Etsy equity securities under the Insider Trading Policy .
  • Clawback policy: compliant with SEC/Nasdaq rules for restatements; filed as Exhibit 97 to 10-K .
• Beneficial ownership: The 2025 proxy ownership table does not list Ms. Patel Goyal individually (as of April 1, 2025); a Section 16 footnote notes a Form 3 omission of unvested PSUs corrected in a subsequent report .
• Equity grant timing and sizing policy: annual grants on March 15; promotion grants on first business day of month following promotion; share counts determined using 30-trading-day average price to mitigate short-term volatility .

Employment Terms

• At-will employment: Executives employed “at will” under Etsy’s compensation governance framework .
• Executive Severance Plan (company-wide design):
  • Qualifying Termination (non-CIC): 12 months’ base salary, pro rata target bonus (if terminated after third month of year), healthcare continuation; RSUs forfeited unless separate provisions apply; PSUs pro-rated with performance assumptions per plan .
  • Qualifying Change-in-Control Termination (double trigger): CEO gets 18 months’ salary; other NEOs 12 months; pro rata bonus; healthcare; full vesting of outstanding RSUs/options and earned PSUs .
  • April 23, 2025 updates: add six months of RSU acceleration for Qualifying Termination; add target annual cash incentive for CIC term year .
• CEO-specific letter (Oct 28, 2025, effective Jan 1, 2026):
  • Base $700k; 100% target bonus; promotion equity ~$16M (50% RSU/50% PSU) .
  • CIC termination: 18 months’ salary continuation, up to 18 months COBRA, full vesting of outstanding equity, and pro-rated target bonus if after the third month of fiscal year; non-CIC qualifying termination: 12 months’ salary continuation, up to 12 months COBRA, pro-rated target bonus, one year of vesting credit on RSUs/options, and PSU treatment as described (financial PSUs at target; TSR PSUs at greater of target or actual on a prorated basis) .
  • Continues participation in Executive Severance Plan and receives continued tax support through 2027 related to prior Depop secondment .

Compensation Structure Analysis

• Shift toward explicit, longer-horizon performance: PSUs now all on three-year performance periods beginning 2025; annual plan metric updated to take-rate to focus on monetization efficiency while retaining GMS and Adjusted EBITDA margin .
• Equity-heavy mix with PSUs: Her 2025 promotion grant (70% RSUs/30% PSUs) and 2026 CEO grant (50% RSUs/50% PSUs) align upside to multi-year financial/TSR outcomes; RSUs serve retention .
• Governance feedback loop: 2024 say-on-pay support at ~59% led to 2025 program changes; Compensation Committee indicated continued use of PSUs and enhanced disclosure post-performance period .
• No hedging/pledging and clawbacks in place; no change-in-control excise tax gross-ups (shareholder-friendly) .

SAY-ON-PAY & SHAREHOLDER FEEDBACK

• 2024 say-on-pay approval ~59%; Board engaged holders (>60% of shares contacted; ~37% met), resulting in 2025 changes: 3-year PSU horizons for all metrics and annual plan metric shift to take-rate .

Expertise & Qualifications

• Deep marketplace and product leadership across Etsy and Depop, with external experience in M&A, growth equity, strategy, and marketing; age 48 (as of April 2025 proxy) .
• Education not disclosed in filings reviewed .

Equity Ownership & Insider Activity Signals

• Beneficial ownership for Ms. Patel Goyal not itemized in the April 1, 2025 security ownership table; filings note a corrected Form 3 regarding unvested PSUs (administrative) .
• Policy bans pledging and hedging; any future equity sales are typically conducted under Rule 10b5-1 plans, though no specific plan disclosure for Ms. Patel Goyal was found in the documents reviewed .

Performance & Track Record

• Depop under her leadership: GMS up 9% in 2023 and up >30% for first nine months of 2024; recognized by TIME100 Most Influential Companies 2024 .
• Company-level 2024: Revenue +2.2% to $2.8B; Adjusted EBITDA +3.6% to ~$781.5M; net income $303.3M .
• Leadership transition: Board appointed her CEO effective Jan 1, 2026; Josh Silverman transitions to Executive Chair through 2026, underscoring structured succession .

Investment Implications

• Pay-for-performance alignment improving: three-year PSU metrics and annual plan’s focus on take-rate likely strengthen linkage to durable value creation; CEO equity mix (50% PSUs) elevates at-risk pay .
• Retention risk mitigated by fresh multi-year equity: $8M (2025) and ~$16M (2026) promotion awards create multi-year vesting runway; double-trigger CIC terms are standard and shareholder-aligned (no single-trigger acceleration) .
• Execution watch items: Company acknowledged disappointing top line in 2024 and low 2024 say-on-pay support; 2025 incentive recalibration and leadership changes position her to reignite GMS while preserving profitability .
• Alignment safeguards: no pledging/hedging, stock ownership guidelines, and clawback policy reduce misalignment risk; absence of excise tax gross-ups is shareholder-friendly .

Notes: All information and figures are taken directly from Etsy’s 2025 DEF 14A and 8-K filings cited above.