M. Michele Burns
ETSYAbout M. Michele Burns
Independent director since 2014 (Class II), age 67. Burns brings deep corporate finance, accounting, governance, and strategy expertise, including prior public company CFO experience and extensive global operational leadership. At Etsy, she serves on the Audit Committee and the Nominating and Corporate Governance Committee; the Board has determined she is independent and qualifies as an audit committee financial expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford Center on Longevity | Advisory Board; previously Center Fellow & Strategic Advisor | Advisory Board since Oct 2019; Fellow/Advisor 2012–Oct 2019 | Longevity policy and strategy |
| Retirement Policy Center (Marsh & McLennan) | Chief Executive Officer | 2011–2014 | Led retirement policy initiatives |
| Mercer LLC | Chairman & Chief Executive Officer; previously CFO | CEO/Chair 2006–2011; CFO in 2006 | Led global HR consulting operations |
| Delta Air Lines, Inc. | Chief Financial Officer | Not specified | Corporate finance leadership |
| Arthur Andersen | Senior Partner, Southern Region Federal Tax Practice | Not specified | Tax and accounting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anheuser-Busch InBev SA | Director | Since 2016 | Current public company board |
| Goldman Sachs Group, Inc. | Director | Since 2011 | Current public company board |
| Cisco Systems, Inc. | Director (past) | 2003–2023 | Past public company board |
| Alexion Pharmaceuticals, Inc. | Director (past) | 2014–May 2018 | Past public company board |
| Wal-Mart Stores, Inc. | Director (past) | 2003–2013 | Past public company board |
Board Governance
- Independence: All non-employee directors, including Burns, are independent under Nasdaq and SEC rules; all committees are composed of independent directors .
- Committees: Audit (members: Margaret M. Smyth—Chair; M. Michele Burns; Marc Steinberg; Fred Wilson); Nominating & Corporate Governance (members: Fred Wilson—Chair; M. Michele Burns) .
- Audit Committee financial expertise: The Board determined Burns (and Smyth) qualify as audit committee financial experts and possess Nasdaq-defined financial sophistication .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions and governance features: Independent Board Chair; regular executive sessions of independent directors; stock ownership guidelines; clawback policy; overboarding policy; proxy access; majority voting for uncontested elections .
Fixed Compensation
| Component | Program Detail | 2024 Amount (Burns) |
|---|---|---|
| Annual Board Retainer | $300,000 (paid in equity RSUs in 2024) | Included in RSU grant value |
| Committee Retainers | Audit Chair $24,000; Audit Member $10,000; Comp Chair $20,000; Comp Member $8,000; N&CG Chair $10,000; N&CG Member $5,000; Risk Chair $20,000; Risk Member $8,000 | Included in RSU grant value |
| Catch-up retainers | Cash “catch-up” if role changes post-Annual Meeting; prorated | $5,000 cash (ad hoc/committee catch-up) |
| 2024 Director Grant | RSUs granted at grant-date fair value using $60.14 price; example RSU counts vary by role | $299,978 stock awards; 4,988 RSUs granted |
| Option awards | Generally none for directors (Chair receives options for HSR reasons) | $0 option awards |
| Total 2024 Compensation | Fees + equity | $304,978 total |
Changes for 2025: Pay mix adjusted—annual retainer $300,000 split into $250,000 RSUs (vest at next Annual Meeting) and $50,000 cash payable on/around 2026 Annual Meeting (subject to continued service); Chair retains option awards structure .
Performance Compensation
- Etsy does not use performance-based metrics for non-employee director pay; compensation consists of retainers (primarily equity RSUs) tied to continued Board/committee service .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Anheuser-Busch InBev SA; Goldman Sachs Group, Inc. |
| Overboarding policy | Etsy limits directors to ≤4 public company boards; executives to ≤2 (inclusive of Etsy), absent Board approval; Burns’ current public directorship count appears within policy . |
| Potential interlocks/conflicts | No related-person transactions reported involving Burns; only disclosed related-person item: employment of director Gary Briggs’ son, approved by Audit Committee . |
Expertise & Qualifications
- Corporate finance, accounting, governance, strategy; global operational management; organizational leadership and HR; former public company CFO; audit committee financial expert .
- Experience spans consulting (Mercer), airlines (Delta), Big Four-era accounting (Arthur Andersen), and retirement policy (Marsh & McLennan) .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial Ownership | 52,961 shares beneficially owned (<1% of outstanding) |
| Breakdown | 22,717 shares held; 30,244 shares issuable upon exercise of currently exercisable options |
| Unvested RSUs (12/31/2024) | 4,988 unvested RSUs |
| Options (12/31/2024) | 30,244 options; director options fully vested per program footnote (except Chair’s 2025 vesting tranche) |
| Ownership guidelines | Non-employee directors must own lesser of $150,000 or 1,500 shares by 12/31/2027 (Burns’ compliance status not individually disclosed) |
| Hedging/Pledging | Policy prohibits hedging or pledging by directors and employees |
Governance Assessment
- Strengths: Independent status; audit committee financial expert; multi-industry CFO/board experience; member of Audit and N&CG committees overseeing financial reporting, related-party review, governance structure, and board composition; Board maintains strong governance features (majority voting, proxy access, clawback, ownership guidelines, independent Chair) .
- Alignment signals: Director pay primarily in equity RSUs; stock ownership guidelines; no hedging/pledging; robust related-person transaction controls; no related-party items involving Burns disclosed .
- Attendance/engagement: Board/committee activity and ≥75% attendance threshold met by all directors; all attended 2024 Annual Meeting .
- Monitoring points: Multiple external board commitments require attention under Etsy’s overboarding policy; currently appears compliant; no disclosed conflicts or pledging; overall governance posture is shareholder-friendly with proposal to remove supermajority voting provisions in 2025 .
RED FLAGS: None disclosed specific to Burns—no related-party transactions; no Section 16 delinquency noted for Burns; hedging/pledging prohibited .
Additional governance context: 2024 say-on-pay support was ~59%; Board conducted extensive engagement and adjusted executive compensation metrics/PSU periods (not directly about director pay but relevant to overall governance responsiveness) .