Lanny Baker
ETSYAbout Lanny Baker
Etsy’s Chief Financial Officer since January 1, 2025, Lanny Baker is a veteran consumer internet and marketplace operator and finance leader with prior CFO roles at Eventbrite and Yelp, CEO/CFO tenure at ZipRealty, and an early career as a top-ranked internet/e‑commerce equity research analyst at Salomon Brothers/Smith Barney/Citigroup . He is 58 years old and leads Etsy’s global finance org across strategic finance, analytics, accounting, audit, IR, tax, treasury, sourcing, and corp dev . Company performance context entering his tenure: 2024 revenue grew 2.2% to $2.8B, adjusted EBITDA rose 3.6% to $781.5M (27.8% margin), and net income was $303.3M (10.8% margin) despite GMS headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eventbrite | Chief Operating Officer | Nov 2024–Dec 2024 | Added COO responsibilities to CFO remit to drive operating execution at a global events marketplace . |
| Eventbrite | Chief Operating & Financial Officer | Aug 2024–Nov 2024 | Combined finance and operations leadership during a transition period . |
| Eventbrite | Chief Financial Officer | Sep 2019–Aug 2024 | Led corporate finance for growth and recovery phases post‑pandemic . |
| Yelp | Chief Financial Officer | May 2016–Aug 2019 | Led corporate finance, IR, and workplace functions during a period of significant growth . |
| ZipRealty | CEO & President | Sep 2010–Mar 2016 | Operated an online real estate brokerage/technology business; drove strategic transformation . |
| ZipRealty | EVP & CFO | Dec 2008–Sep 2010 | Finance leadership preceding CEO appointment . |
| Monster Worldwide | CFO | Not disclosed | Senior finance leadership at a digital recruitment platform . |
| Salomon Brothers/Smith Barney/Citigroup | Equity Research Analyst (Internet/e‑commerce) | Not disclosed | Highly respected analyst covering internet and e‑commerce, foundational sector expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leaf Group | Director | Not disclosed | Board service at a digital media/marketplace operator . |
| XO Group, Inc. | Director | Not disclosed | Board experience at a marketplace/media company . |
| HomeAway, Inc. | Director | Not disclosed | Board service at a travel marketplace, later acquired by Expedia . |
Fixed Compensation
| Component | Terms | Amount/Detail |
|---|---|---|
| Base Salary | As CFO per Baker Letter Agreement | $525,000 per year . |
| Target Bonus | Management Cash Incentive Plan | 90% of base salary . |
| Sign‑on Bonus | One‑time cash | $140,000 . |
| Benefits | Standard employee benefits and 401(k) | Broad health/wellness; 401(k) match 50% of first 6% . |
Performance Compensation
Annual Cash Incentive (structure)
| Metric (2025 plan) | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Service (eligibility/time) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual; part of plan design . |
| Gross Merchandise Sales (GMS) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual measurement . |
| Take‑rate | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual measurement (new for 2025) . |
| Adjusted EBITDA Margin | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual measurement . |
| Individual goals (incl. Impact goals) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual; includes individual impact goals . |
Notes: Etsy updated annual cash incentive metrics for 2025 to include take‑rate; 2024 used service, GMS, revenue, Adj. EBITDA margin, and individual goals .
Equity Awards
| Award Type | Mix/Value | Performance Metrics | Performance Period | Vesting/Notes |
|---|---|---|---|---|
| New Hire Grant (aggregate) | ~$7.7M fair value; 70% RSUs / 30% PSUs | PSUs tied to GMS, revenue, Adj. EBITDA margin, and relative TSR | Company moved to three‑year performance periods for all 2025 PSU metrics | Subject to Compensation Committee approval; RSUs time‑based; PSUs performance‑based; inducement grant per Nasdaq 5635(c)(4) . |
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock Ownership Guidelines | Other executive officers (incl. CFO): lesser of 1x base salary or 4,400 shares; must meet by the end of the calendar year five years after becoming an executive (measured at year‑end) . |
| What counts | Shares owned outright; certain family/trust holdings; vested RSUs/PSUs net of tax; unvested RSUs and unexercised options do not count . |
| If below guideline | Must retain 50% of net shares acquired from equity awards until compliant . |
| Hedging/Pledging | Prohibited for all employees, officers, and directors (short sales, hedging/derivatives, and pledging/use as collateral) . |
| Beneficial Ownership Snapshot | As of April 1, 2025: 105,258,242 shares outstanding; all current execs/directors/nominees as a group (17 persons): 3,041,644 shares (2.8%). Baker not itemized in the excerpted table . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | Appointed CFO effective January 1, 2025 . |
| Employment Nature | At‑will; standard indemnification agreement . |
| Severance Plan (Qualifying Termination) | 12 months salary continuation; pro‑rata bonus if termination after third month; healthcare continuation; standard release and restrictive covenants required . |
| Severance Plan (Qualifying Change in Control Termination – Double Trigger) | 12 months salary continuation (18 months for CEO); pro‑rata bonus if after third month; healthcare continuation; full vesting of outstanding RSUs and options and any earned PSUs . |
| Equity Treatment on Termination (pre‑2025 awards framework) | Qualifying Termination: certain PSUs deemed earned at target (GMS/revenue/Adj. EBITDA margin) and rTSR at greater of target or actual (prorated vesting); CIC: performance period truncated/settled per plan; death: immediate vesting of RSUs/options; prorated PSUs at target . |
| 2025 Updates (approved Apr 23, 2025) | Added: on a Qualifying Termination, six months of RSU acceleration; and on a Qualifying CIC Termination, entitlement to target annual cash incentive for year of termination . |
| Tax Gross‑ups | Not offered for change‑in‑control excise taxes . |
| Clawback | Policy consistent with SEC/Nasdaq; recoupment of certain incentive comp upon financial restatement . |
| Non‑compete/Non‑solicit | Required (along with confidentiality, non‑disparagement, and cooperation) as a condition of severance . |
Compensation Peer Group (for benchmarking and pay design context)
- 2024 NEO peer set included: ANGI, DOCU, DASH, DBX, EBAY, GDDY, HUBS, IAC, MTCH, OKTA, PTON, PINS, RNG, RBLX, SNAP, TRIP, TWLO, W, YELP, Z; Dec 2024 update removed DoorDash and Roblox for 2025 .
Say‑on‑Pay & Shareholder Feedback (context)
- Etsy cites 2024 shareholder feedback reflected in its say‑on‑pay vote; Board/leadership outreached to holders representing over 60% of outstanding shares and met with holders representing ~37% to discuss governance and compensation; changes followed to annual cash incentive and LTI programs and a proposal to remove supermajority voting provisions .
Performance & Track Record (predictive indicators)
- Baker is described by the CEO as “versatile, accomplished and strategic” with a 20+ year record across consumer internet/digital media/marketplaces, aligning resources for value‑creating results; he will oversee all finance and related functions at Etsy .
- Biography highlights significant growth period leadership at Yelp and multi‑year CFO tenure at Eventbrite, with later added COO responsibilities, plus CEO/CFO operating experience at ZipRealty and multiple public/private board roles .
Risk Indicators & Red Flags (governance and trading)
- Hedging and pledging of Etsy stock are prohibited for officers/directors; no single‑trigger CIC equity acceleration; no excise‑tax gross‑ups; clawback policy in place .
- 8‑K disclosures note no family relationships and no related‑party transaction interests for Baker at appointment .
Investment Implications
- Alignment: Cash comp is modest relative to peer tech marketplaces, with substantial equity upside and PSUs tied to GMS, take‑rate/Revenue, Adj. EBITDA margin, and rTSR, and a three‑year PSU horizon from 2025—supporting pay‑for‑performance .
- Retention vs. selling pressure: The ~$7.7M new‑hire grant (70/30 RSU/PSU) creates meaningful skin‑in‑the‑game; hedging/pledging bans and ownership guidelines mitigate misalignment, though RSU vesting over time can introduce periodic sell‑to‑cover flows; 2025 severance updates modestly enhance downside protection (RSU acceleration) but remain double‑trigger for CIC .
- Execution risk: Baker inherits a franchise focused on reigniting GMS growth; 2024 delivered revenue and EBITDA growth but softer top‑line dynamics—finance leadership on resource allocation and growth investments will be central to improving buyer engagement and GMS trends .
- Governance risk low: No gross‑ups, no single‑trigger CIC, clawback policy, independent comp advisor, and explicit stockholder engagement actions post‑2024 say‑on‑pay support governance discipline .