Margaret M. Smyth
ETSYAbout Margaret M. Smyth
Independent director since 2016; age 61. Audit Committee Chair and Risk Oversight Committee member. Brings deep public company finance, accounting, strategic planning, and risk management expertise; holds SASB’s FSA credential, a Certificate in Cyber-Risk Oversight (Carnegie Mellon/NACD), and an AICPA Fundamentals of ESG Certificate . Board has determined she is independent and an “audit committee financial expert” under SEC rules; also possesses Nasdaq-defined financial sophistication .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid plc | U.S. Chief Financial Officer | 2014–June 2021 | Led finance for multinational energy company; significant international leadership |
| Consolidated Edison, Inc. | Vice President of Finance | 2012–2014 | Senior finance role at regulated utility |
| United Technologies; 3M | Senior financial roles | Prior to 2012 (dates not disclosed) | Public company finance and accounting leadership |
| Deloitte & Touche; Arthur Andersen | Senior Managing Partner | Prior to 2012 (dates not disclosed) | Audit and accounting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| QIC (Global Infrastructure) | Partner | Since July 2021 | ESG-themed infrastructure investor |
| Nasdaq Center for Board Excellence | Advisory Council Member | Current | Focus on board effectiveness |
| Frontier Communications Parent, Inc. | Director | Since June 2021 | Public company directorship |
| Remitly Global, Inc. | Director | Since May 2021 | Public company directorship; payments sector |
| Lilium N.V. | Director | Sept 2021–Dec 2024 | Former public company directorship |
| Mutual of America Financial Group (two funds) | Director | Since 2005 | Investment company directorships |
| Pearce Services | Director | Since Dec 2024 | Private company directorship |
Board Governance
- Committees and roles:
- Audit Committee: Chair; designated “audit committee financial expert”; 2024 meetings: 5 .
- Risk Oversight Committee: Member; 2024 meetings: 4 .
- Independence: Board deemed all directors except CEO independent; all Audit, Compensation, Nominating & Corporate Governance, and Risk Oversight Committee members meet heightened Nasdaq/SEC independence requirements .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and assigned Committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership and refresh: Independent Chair (Fred Wilson); majority voting standard for uncontested elections; continued governance evolution including proxy access, clawback, overboarding policy, and proposal to remove supermajority voting provisions .
Fixed Compensation
| Component (2024 service) | Amount | Details |
|---|---|---|
| Fees Paid in Cash ($) | $0 | No cash fees recorded for Smyth in 2024 |
| Stock Awards ($) | $308,578 | 5,131 RSUs granted; aggregate grant date fair value computed under ASC 718; grant valuation references closing price $60.14 |
| Option Awards ($) | $— | No options granted in 2024 |
| Total ($) | $308,578 | 2024 total director compensation |
| Unvested RSUs (#) at 12/31/2024 | 5,131 | — |
| Stock Options (#) at 12/31/2024 | 58,257 | All vested in full (company-wide note except Wilson’s 12,544 options vest at 2025 AGM) |
Notes:
- 2025 pay mix change: Annual board retainer $300,000, with $250,000 in RSUs (granted at AGM; vest on earliest of next AGM, change in control, or death) and $50,000 cash (paid around 2026 AGM), subject to continued service; Board Chair retainers paid in stock options .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| RSUs (Director) | Time-based vesting; annual grants; vesting on next AGM, change in control, or death | None disclosed for director equity; RSUs are not tied to performance metrics |
Other Directorships & Interlocks
| Company | Board Role | Sector/Notes | Potential Overlap Considerations |
|---|---|---|---|
| Frontier Communications Parent, Inc. | Director | Telecom | No Etsy-related transactions disclosed; Audit Committee oversees related person transactions |
| Remitly Global, Inc. | Director | Payments | Payments expertise relevant to Etsy’s payment operations; no related transactions disclosed |
| Lilium N.V. | Former Director | Aerospace/Mobility | Former role ended Dec 2024 |
Etsy reported no related person transactions since Jan 1, 2024, other than employment of a director’s family member (Briggs’s son); none involved Smyth .
Expertise & Qualifications
- Audit committee financial expert; financial sophistication per Nasdaq rules .
- Public company finance and accounting, risk management, strategic planning, and international leadership .
- ESG and sustainability accounting credentials (SASB FSA); cyber-risk oversight certification (Carnegie Mellon/NACD); AICPA Fundamentals of ESG Certificate .
- Skills matrix emphasis: finance/accounting/financial reporting; risk management; cybersecurity; other public company board service .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (#) | 70,710 | Based on shares outstanding of 105,258,242 |
| % of Class | <1% (*) | “*” denotes <1% per company table |
| Unvested RSUs (#) | 5,131 | As of 12/31/2024 |
| Stock Options (#) | 58,257 (vested) | As of 12/31/2024; all vested |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy bans short sales, hedging, derivatives, and pledging |
| Ownership Guidelines | Lesser of $150,000 or 1,500 shares; compliance by 12/31/2027 for existing directors | Unexercised options do not count; vested RSUs count net of taxes |
Governance Assessment
- Strengths:
- Independent director; Audit Committee Chair; designated audit committee financial expert—supports robust financial reporting oversight .
- Active committee engagement with 2024 Audit (5) and Risk Oversight (4) meetings; Board attendance ≥75%—indicates solid commitment .
- Clear alignment mechanisms: stock ownership guidelines for directors; prohibition on hedging/pledging enhances investor alignment .
- Governance enhancements: majority voting for directors; overboarding policy; clawback policy; proposal to remove supermajority voting provisions (stockholder-friendly) .
- Monitoring items (not red flags):
- Multiple public company boards (Frontier, Remitly) and QIC partnership increase time demands; Board’s overboarding policy and her attendance mitigate concerns .
- Payments oversight at Etsy and Remitly sector exposure requires continued conflict screening; Audit Committee has explicit responsibility for related person transactions; none disclosed involving Smyth .
- Conflicts/Related Parties:
- No related party transactions disclosed involving Smyth; Audit Committee oversees and approves any such transactions per policy .
Overall, Smyth’s profile signals strong board effectiveness in financial oversight and risk governance, with solid independence and alignment features and no disclosed conflicts or attendance concerns .