Mandy Ginsberg
About Mandy Ginsberg
Mandy Ginsberg (age 55) is an independent director of ThredUp, serving on the Board since December 2020 and currently a Class III director (term ends at the 2027 annual meeting). She is an Operating Partner at Advent International (since Oct 2022), former CEO of Match Group (Dec 2017–Mar 2020) and The Princeton Review (Jul 2014–Dec 2015). She holds an MBA from Wharton and a BA from UC Berkeley, and also serves on the boards of Uber (since Feb 2020) and Universal Music Group (since May 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International | Operating Partner | Oct 2022–present | Global PE operating experience |
| Match Group, Inc. | Chief Executive Officer | Dec 2017–Mar 2020 | Led global consumer/digital platform |
| Match Group Americas | Chief Executive Officer | Dec 2015–Dec 2017 | Regional operating leadership |
| The Princeton Review | Chief Executive Officer | Jul 2014–Dec 2015 | Education services turnaround/operations |
External Roles
| Company | Role | Dates | Notes |
|---|---|---|---|
| Uber Technologies, Inc. | Director | Since Feb 2020 | Public company board experience |
| Universal Music Group | Director | Since May 2024 | Public company board experience |
| J.C. Penney Company, Inc. | Director (prior) | Jul 2015–Dec 2020 | Retail governance (prior) |
| Match Group, Inc. | Director (prior) | Dec 2017–Mar 2020 | Board/CEO overlap (prior) |
| Care.com | Director (prior) | Feb 2012–Dec 2014 | Consumer platform governance (prior) |
Board Governance
- Independence: The Board determined Ginsberg is independent under SEC, Nasdaq, and LTSE standards .
- Committee assignments: Compensation Committee member; Nominating & ESG Committee member. Committee chairs are Timothy Haley (Compensation) and Patricia Nakache (Nominating & ESG) .
- Attendance and engagement: The Board met four times in 2024; except a new mid-year appointee, each director attended at least 75% of Board and applicable committee meetings .
- Board structure and leadership: Staggered board (three classes); independent Chair (Patricia Nakache) separate from CEO .
- ESG oversight: Nominating & ESG Committee oversees ESG; company maintains strong governance and cyber oversight structures .
Fixed Compensation
| Element | Policy / Detail | 2024 Actuals for Ginsberg |
|---|---|---|
| Board annual cash retainer | $40,000 | $40,000 cash fees |
| Committee fees | $10,000 per committee (member) | $20,000 (Comp + Nominating & ESG) |
| Chair fees (if applicable) | $15,000–$20,000 depending on committee | None (not a chair) |
| Meeting fees | None disclosed | None disclosed |
| Payment election | Directors may elect to take cash retainers in fully-vested RSUs | Ginsberg did not elect RSU in Q1–Q3; took cash. Q4 paid in cash (as with most directors) |
Performance Compensation
| Equity Component | Plan / Vesting | 2024 Detail |
|---|---|---|
| Annual RSU grant | Policy: $150,000 value; vests at earlier of 1 year or next annual meeting; full acceleration upon Company sale | Grant-date accounting fair value recognized in 2024: $119,913 |
| Initial RSU grant (one-time) | $300,000 value upon initial election; vests over 3 years; full acceleration upon sale | Not applicable in 2024 (tenure began 2020) |
| Outstanding RSUs at 12/31/24 | Unvested (deferred) equity | 77,363 RSUs outstanding |
| Stock options | Legacy options under 2010 Plan (Class B common) | 30,000 options outstanding; exercisable within 60 days of Mar 19, 2025 |
Note: Non-employee director equity awards are subject to single-trigger vesting acceleration upon a sale of the Company, which some investors view as misaligned versus double-trigger structures. RED FLAG .
Other Directorships & Interlocks
- Current public boards: Uber Technologies, Inc.; Universal Music Group .
- Compensation Committee interlocks: None; no member of the Compensation Committee was an officer/employee, and no executive officer served on another entity’s board/comp committee that had an executive serving on ThredUp’s comp committee .
- Related-party transactions: Proxy discloses related-party transaction review; no transactions involving Ginsberg disclosed .
Expertise & Qualifications
- Education: MBA, The Wharton School; BA, University of California, Berkeley .
- Core expertise: Consumer/digital operations, scaling high-growth platforms, public company CEO/board experience .
- Board qualifications: Independent; service on Compensation and Nominating & ESG Committees .
Equity Ownership
| Category | Detail |
|---|---|
| Class A common (direct) | 107,303 shares |
| Class A common (Summit 230 Trust, co-trustee) | 21,428 shares |
| Class B stock options (exercisable within 60 days of 3/19/25) | 30,000 options |
| Outstanding RSUs (Class A) at 12/31/24 | 77,363 RSUs |
| Ownership as % outstanding | <1% total ownership and voting power (each) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors/officers |
Governance Assessment
-
Strengths:
- Independent director with meaningful operating experience as a former public company CEO and current PE operating partner; adds consumer/digital scale expertise .
- Active governance role via Compensation and Nominating & ESG Committees; all committees are independent under Nasdaq/LTSE standards .
- Attendance threshold met (≥75% Board/committee meetings in 2024); Board held 4 meetings; committees each held 4 meetings .
- Alignment mechanisms include annual RSU grants; anti-hedging and anti-pledging policies strengthen alignment safeguards .
-
Watch items / RED FLAGS:
- Single-trigger acceleration of director RSUs upon a sale of the Company may be viewed as shareholder-unfriendly relative to double-trigger practice. RED FLAG .
- Dual-class structure concentrates voting power (Class B 10 votes/share), a general governance risk for minority shareholders .
- As an Emerging Growth Company/Smaller Reporting Company, ThredUp is exempt from say-on-pay, limiting direct shareholder feedback on compensation. Governance consideration .
- Cash retainer election: Unlike many peers who elected RSU retainers for parts of 2024, Ginsberg took cash; while neutral, some investors prefer greater voluntary equity uptake for directors .