Melissa Reiff
ETSYAbout Melissa Reiff
Independent director at Etsy, Inc. since 2015; age 70; currently serves as Chair of the Compensation Committee. Background includes extensive operating leadership in retail, marketing, and merchandising, including CEO of The Container Store (2016–Feb 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store Group, Inc. | Chief Executive Officer | 2016–Feb 2021 | Led specialty retail operations and merchandising strategy |
| The Container Store Group, Inc. | President & Chief Operating Officer | 2013–2016 | Oversaw operations and talent management |
| The Container Store Group, Inc. | President | 2006–2013 | Brand, marketing, and merchandising leadership |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cricut, Inc. | Director | Since Mar 2021 | Current public company board service |
| The Container Store Group, Inc. | Director | 2007–Sep 2021 | Former public company board |
Board Governance
- Independence: Board determined all non-employee directors, including Reiff, are independent under Nasdaq and SEC rules .
- Committee assignments: Compensation Committee Chair; members included Reiff (Chair), C. Andrew Ballard, Jonathan D. Klein; David Rosenblatt joined Mar 10, 2025. The Committee held 6 meetings in 2024 .
- Board and committee attendance: The Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of independent directors are a standing governance practice .
- Overboarding policy: Directors limited to ≤4 public boards (≤2 if serving as a public company executive); Reiff’s current service (Etsy + Cricut) is within policy .
- Compensation Committee interlocks: None—no relationships or cross-board service requiring disclosure; no insider participation .
- Clawback & ownership alignment: Company maintains a clawback policy and stock ownership guidelines for directors (minimum lesser of $150,000 or 1,500 shares; compliance by Dec 31, 2027) .
Fixed Compensation
| Component | 2024 Structure | 2025 Change | Notes |
|---|---|---|---|
| Annual Board Retainer | $300,000, paid in equity (RSUs) on Annual Meeting date | $250,000 in RSUs + $50,000 in cash (payable on/about 2026 Annual Meeting) | Board Chair continues to receive options instead of RSUs |
| Committee Chair Retainer | Compensation Committee Chair: $20,000 (equity) | Unchanged | Additional retainers for other committees per program |
| Committee Member Retainers | Compensation Committee Member: $8,000 (equity) | Unchanged | Audit: $10,000/member; $24,000/chair; Risk Oversight: $8,000/member; $20,000/chair; Nominating: $5,000/member; $10,000/chair |
2024 director grant detail for Reiff:
- Stock awards: $304,790 grant-date fair value; RSUs granted: 5,068; valuation based on $60.14 closing price on grant date; RSU counts determined using 30-day average closing price .
| Director | Fees Paid in Cash ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| Melissa Reiff | — | $304,790 | — | $304,790 |
Performance Compensation
| Element | Applies to Non-Employee Directors? | Terms |
|---|---|---|
| Performance-linked metrics (e.g., PSUs tied to financials/TSR) | No | Non-employee directors receive time-based RSUs; Board Chair receives options; no disclosed performance metrics for director compensation |
Other Directorships & Interlocks
| External Board | Sector | Interlock with Etsy Executives/Comp Committee | Notes |
|---|---|---|---|
| Cricut, Inc. | Consumer craft/technology | None disclosed | Active director |
| The Container Store Group, Inc. | Specialty retail | None disclosed | Former director |
Compensation Committee Interlocks and Insider Participation: No interlocks; no insider participation in 2024 .
Expertise & Qualifications
- Significant operational experience; retail, marketing, merchandising expertise; executive compensation and talent management knowledge; prior CEO experience at a public company .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (total) | 27,540 shares; <1% of class | Apr 1, 2025 | Less than 1% beneficial ownership (*) |
| Direct/common shares | 11,356 shares | Apr 1, 2025 | Directly owned shares |
| Exercisable stock options | 16,184 shares | Apr 1, 2025 | Currently exercisable options included in beneficial ownership |
| Unvested RSUs (director grant) | 5,068 units | Dec 31, 2024 | Unvested RSUs as of FYE 2024 |
| Director ownership guidelines | Lesser of $150,000 or 1,500 shares | Adopted Apr 12, 2022; deadline Dec 31, 2027 | Options do not count; vested RSUs/PSUs count net of withholding |
Policy prohibitions (alignment safeguards): Hedging and pledging of Etsy stock are prohibited for directors and employees .
Governance Assessment
- Committee leadership and independence: As Compensation Committee Chair, Reiff oversees pay philosophy, peer benchmarking, clawback policy, and stock ownership guidelines—supported by independent advisor Compensia (no other services; independence affirmed) .
- Responsiveness to shareholders: Following a 59% say-on-pay approval in 2024, the Board (with Compensation Chair involvement) conducted extensive outreach and implemented 2025 changes—extended PSU performance periods to three years and replaced revenue with take-rate in annual incentives (for executives), indicating attentiveness to investor feedback .
- Attendance and engagement: Met minimum attendance thresholds and attended 2024 Annual Meeting; Compensation Committee met 6 times, suggesting active oversight during a period of executive compensation program changes .
- Conflicts and related-party exposure: No related-person transactions disclosed for Reiff; Etsy’s Audit Committee reviews and approves related-person transactions; only disclosed item in 2024 involved a director’s family member (Gary Briggs’ son) with compensation set per standard policies .
- Alignment mechanisms: Director pay primarily in equity; stock ownership guidelines in place; hedging/pledging prohibited; clawback policy maintained—strong alignment features .
- Structural governance signal: Board recommends removal of supermajority voting provisions, aligning with broader shareholder-friendly governance trends; consistent with annual reviews and stockholder feedback .
RED FLAGS: None disclosed specific to Reiff (no attendance issues, no related-party transactions, no hedging/pledging, no interlocks). 2024 say-on-pay support at 59% was a company-level concern; subsequent program changes mitigate risk and reflect governance responsiveness .