Toni Thompson

About Toni Thompson

Chief Human Resources Officer at Etsy since January 1, 2024; previously VP, People & Talent Strategy (Feb 2020–Dec 2023). Age 42. Responsibilities include enterprise-wide people strategy, talent acquisition, workplace/real estate, total rewards, HR operations/analytics/systems . Company performance context during her tenure: 2024 revenue $2,808M and net income $303M, with management noting “2024 top line results were disappointing” while delivering “very healthy financial performance,” authorizing a new $1B buyback and reducing share count by >12M in 2024 .

Past Roles

External Roles

(No external directorships or public board roles were disclosed in the 2025 proxy; executive biography focuses on internal responsibilities and prior operating roles) .

Fixed Compensation

• Toni Thompson was not listed as a Named Executive Officer (NEO) for 2024; detailed pay tables (salary/bonus/equity) in the proxy apply to NEOs (CEO, CFO, CTO, CMO/COO, CLO), not the CHRO .

Performance Compensation

Etsy executive program design (NEO framework; indicative of company approach to at‑risk pay):

• Annual cash incentive: Weighted more heavily to GMS than revenue in 2024; also includes individual goals (30% for Other NEOs; 20% for CEO) .
• Long-term equity: Mix of RSUs and PSUs; CEO 50/50; Other NEOs 70/30. PSU metrics equally weighted: GMS (25%), Revenue (25%), Adjusted EBITDA margin (25%), Relative TSR (25%). Two‑year performance period for GMS/Revenue/Adj. EBITDA margin; three‑year for relative TSR .

2023 PSU payout (for NEOs; performance periods completed for three metrics):

Vesting patterns used in NEO awards (illustrative from Outstanding Equity Awards table footnotes):

• RSUs vesting in eight equal semi‑annual installments (beginning on Oct 1, 2022 or Oct 1, 2023), or in 16 equal quarterly installments (beginning Jul 1, 2024), subject to continued service; select PSUs vesting on April 1 dates following performance certification .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO must hold the lesser of 6x salary or 37,800 shares; Other executive officers must hold the lesser of 1x salary or 4,400 shares; five‑year compliance window from adoption or promotion; 50% net‑share retention until compliant .
• Hedging and pledging prohibited for officers, employees, directors .
• Clawback policy adopted per SEC/Nasdaq standards; recoupment on financial restatement; filed as Exhibit 97 to 10‑K .
• Beneficial ownership snapshot: All current executive officers and directors (17 persons) owned 3,041,644 shares in aggregate (2.8% of outstanding) as of April 1, 2025; major holders include BlackRock 15,219,649 shares (13.3%) and Vanguard 13,436,680 shares (11.2%) .

Note: The proxy’s Security Ownership table enumerates NEOs and directors; Toni Thompson (CHRO) was not a 2024 NEO and is not individually listed; her specific beneficial ownership level is not disclosed in the proxy .

Employment Terms

Etsy maintains an Executive Severance Plan (amended and restated effective Jan 1, 2019) applicable to selected executives:

• Qualifying Termination (non‑CIC): For Senior Vice President and above, salary continuation and healthcare continuation period extended to 12 months; pro rata target bonus if termination occurs after March 31 and employment ≥3 months in the fiscal year .
• Change-in-control: Equity acceleration applies only on a Qualifying CIC Termination (double trigger); acceleration equals the Acceleration Factor specified in the executive’s participation notice; payments follow Section 409A timing .
• 280G treatment: Cut‑back to avoid excise tax if it yields greater after‑tax value (no gross‑ups) .
• Conditions: Release of claims; return of company property; compliance with confidentiality, non‑compete, non‑solicit, non‑interference agreements .
• At-will employment; no single‑trigger CIC equity acceleration; compensation risk oversight by the Compensation Committee .

Performance & Track Record

Company performance over 2020–2024 (context for HR/talent execution and incentive alignment):

Additional context:

• Board letter: “2024 top line results were disappointing,” but “very healthy financial performance”; >12M shares repurchased in 2024 and new $1B authorization .
• Employee engagement (2024 survey): ~80% participation; Etsy engagement score 65%; Reverb 66%; Depop 76%; initiatives launched to strengthen executive‑employee connection post‑restructuring .

Compensation Committee Analysis

• Compensation Committee oversees executive compensation, stock ownership guidelines, clawback policy, human capital management, and succession (other than CEO); retains independent compensation advisor .
• Program design emphasizes at‑risk pay (cash incentives + long‑term equity), prohibits hedging/pledging, and does not provide CIC excise tax gross‑ups or single‑trigger CIC acceleration .
• 2024 say‑on‑pay feedback led to investor outreach (reaching out to holders representing >60% of outstanding; met with ~37%) and “several important changes” to the executive compensation plans (details summarized in proxy narrative) .

Investment Implications

• Alignment/retention: Stock ownership guidelines with 50% net‑share hold‑until‑compliant, clawback, and hedging/pledging prohibitions support alignment and reduce discretionary selling; double‑trigger CIC equity vesting reduces windfall risk .
• Incentive quality: Heavy use of PSUs tied to GMS, revenue, Adj. EBITDA margin, and relative TSR balances growth and profitability; 2023 PSUs earned 93.6% on completed metrics reflecting under‑target GMS offset by strong margin performance .
• Disclosure gaps: As CHRO and not a 2024 NEO, Toni Thompson’s specific salary, target bonus, grant sizes, vesting schedules, and individual ownership are not disclosed in the proxy—monitor Section 16 filings for RSU vesting events and any 10b5‑1 sales to gauge selling pressure and retention risk .
• Organizational execution: 2024 engagement declined post‑restructuring; CHRO’s remit over talent and engagement is central to restoring growth via execution—watch subsequent engagement metrics and attrition trends as potential leading indicators for marketplace productivity and GMS trajectory .