Marc Steinberg
ETSYAbout Marc Steinberg
Marc Steinberg (age 35) is an independent Class I director at Etsy, Inc. since 2024, nominated for re‑election at the June 17, 2025 annual meeting to serve through 2028. He is a Partner at Elliott Investment Management with prior roles at Centerview Partners, bringing investor expertise across technology, digital media, and e‑commerce; he serves on Etsy’s Audit Committee. Board independence was affirmatively determined by Etsy under Nasdaq/SEC rules, and all directors (including Steinberg) attended at least 75% of Board and applicable committee meetings in 2024 and attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elliott Investment Management, L.P. | Partner; prior roles 2015–2024 | Partner since Jan 2024; roles 2015–Jan 2024 | Leads public/private investments; board experience in tech/digital commerce |
| Centerview Partners | Investment banking | 2012–2015 | Strategic/M&A advisory background |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Pinterest, Inc. | Director | Dec 2022 | Public company board service |
| Nielsen Holdings plc | Director | Oct 2022 | Private company in portfolio context |
| Syneos Health | Director | Sep 2023 | Private company |
| Cubic Corporation | Director | May 2021 | Private company |
Board Governance
- Committees: Audit Committee member; Audit met 5 times in 2024; Audit Committee (Chair: Margaret Smyth) oversees auditor appointment, financial reporting, internal audit, complaint procedures, and related‑party transactions. Steinberg is not designated as an “audit committee financial expert.”
- Independence: Board determined Steinberg (and all non‑CEO directors) are independent under Nasdaq/SEC rules; independent sessions held regularly.
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Board structure: Independent Chair (Fred Wilson); majority voting standard in uncontested elections; overboarding policy (≤4 public boards; ≤2 for public company executives) applied; no waivers disclosed for Steinberg.
- Stockholder engagement and governance evolution: Board engaged extensively after 2024’s 59% say‑on‑pay outcome; proposing removal of supermajority voting provisions (requiring 66⅔% to amend charter/bylaws/remove directors) in favor of simple majority—subject to stockholder approval.
Fixed Compensation
Non‑employee director compensation (2024): annual board retainer $300,000; additional retainers paid in equity (e.g., Audit Committee member $10,000). Grants are RSUs vesting in full at the next Annual Meeting; Chair receives options due to HSR considerations.
Steinberg’s 2024 director compensation:
| Component | Detail | Amount/Units |
|---|---|---|
| Stock awards (RSUs) | 1,062 RSUs upon joining in Feb 2024 (vested at 2024 Annual Meeting) + 4,909 RSUs in June 2024 annual grant | 5,971 RSUs; grant date fair value $369,365 |
| Options | None | $0 |
| Cash fees | None (program largely equity‑settled; catch‑up retainers when applicable) | $0 |
2025 director pay mix change: $300,000 annual retainer split $250,000 RSUs (grant at Annual Meeting; vest next Annual Meeting/change‑in‑control/death) + $50,000 cash payable around the 2026 Annual Meeting; Chair continues to be paid in stock options.
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance‑based metrics for director pay | None | Director awards are time‑based RSUs; no PSU/metric linkage disclosed for directors |
Other Directorships & Interlocks
| Company | Public/Private | Overlap/Interlock Considerations |
|---|---|---|
| Pinterest, Inc. | Public | No disclosed customer/supplier conflicts with Etsy; within Etsy’s overboarding limits |
| Nielsen Holdings plc; Syneos Health; Cubic Corporation | Private | Portfolio companies; no Etsy related‑party transactions disclosed involving Steinberg |
Expertise & Qualifications
- Investor and board experience across technology, digital media, and e‑commerce; adds capital markets and strategic transaction perspective to Etsy’s boardroom.
- Audit Committee role supports oversight of financial reporting, controls, and related‑party monitoring.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (Apr 1, 2025) | 1,062 shares (<1%) |
| Unvested RSUs (Dec 31, 2024) | 4,909 RSUs |
| Options | None |
| Ownership guidelines | Non‑employee directors must hold the lesser of $150,000 or 1,500 shares; Steinberg has until Dec 31, 2029 to comply |
| Hedging/Pledging | Prohibited for employees/directors under Insider Trading Policy |
Governance Assessment
- Strengths: Independent director with deep investor background; active Audit Committee member; board independence structure, majority voting in uncontested elections, stock ownership guidelines, and clawback policy support governance quality. Attendance met standards; no Steinberg related‑party transactions disclosed.
- Alignment: Director comp predominantly equity, vesting tied to service; hedging/pledging prohibitions and ownership guidelines improve alignment over time; Steinberg’s compliance deadline reflects newness on the board.
- Signals: Board responsiveness to shareholder feedback (say‑on‑pay engagement and 2025 program changes) and proposal to remove supermajority provisions may enhance investor confidence in governance evolution.
- RED FLAGS: None disclosed for Steinberg—no attendance shortfalls, no pledging, no related‑party transactions, within overboarding limits. Ongoing monitoring: equity ownership progression toward guidelines by 2029.