Timothy Haley
About Timothy Haley
Timothy Haley, age 70, is an independent Class I director of ThredUp Inc. (TDUP) and Chair of the Compensation Committee; he has served on the Board since March 2011. Haley is a founding member and Managing Director of Redpoint Ventures (since 1999) and currently serves on the boards of Netflix, Inc. and Zuora, Inc.; he previously served on the board of 2U, Inc. until September 2024. He holds a B.A. in Philosophy from Santa Clara University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redpoint Ventures | Managing Director, Founding Member | 1999–present | Venture capital leadership; investor governance |
| 2U, Inc. | Director | 2009–Sep 2024 | Oversight at edtech company |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Netflix, Inc. | Director | Current | Public company board |
| Zuora, Inc. | Director | Current | Public company board |
| 2U, Inc. | Director | Former (ended Sep 2024) | Public company board |
Board Governance
- Committee assignments: Compensation Committee member and Chair; not on Audit or Nominating and ESG Committees .
- Independence: Board determined Haley is independent under SEC, Nasdaq, and LTSE listing standards .
- Attendance: Board met 4 times in 2024; each director except Paransky attended at least 75% of Board and applicable committee meetings (Haley met the threshold) .
- Class/tenure: Class I director; nominated in 2025 to serve until the 2028 annual meeting; on Board since March 2011 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 55,000 | 119,913 | 174,913 | Directors may elect cash retainers in fully vested RSUs; annual Board retainer $40,000; Committee Chair fees: Comp $15,000; Audit $20,000; Nominating $15,000 |
- RSU holdings: As of Dec 31, 2024, Haley held 77,363 outstanding RSUs of Class A common stock (standard for non-employee directors, except specified exceptions) .
- Director pay structure: Cash retainers paid quarterly; non-employee directors may elect RSU in lieu of cash .
Performance Compensation
| Element | Terms | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Annual Director RSU grant | $150,000 value each annual meeting for continuing directors | Vests in full on earlier of 1st anniversary or next annual meeting, subject to service | Awards subject to full acceleration upon sale of the Company |
| Initial Director RSU grant | $300,000 value upon initial election | Vests in equal annual installments over 3 years, subject to service | Full acceleration upon sale of the Company |
- No director performance-based metrics (e.g., revenue, EBITDA, TSR) are disclosed for non-employee director pay; compensation is retainer plus time-based RSUs .
Other Directorships & Interlocks
| Entity | Relationship to TDUP | Notes |
|---|---|---|
| Redpoint Ventures IV funds | >5% beneficial owner; 7,226,908 Class B shares (30.8% of Class B; significant voting power) held by Redpoint entities; Haley is among managers of Redpoint Ventures IV LLC | |
| Investors’ Rights Agreement | Registration rights for certain holders including Redpoint Ventures; ongoing investor rights |
- Compensation Committee interlocks: None; no member has been an officer/employee or had relationships requiring disclosure; no reciprocal board/comp committee interlocks by TDUP executive officers .
Expertise & Qualifications
- Venture capital and technology board experience, with governance exposure across public and private companies .
- Compensation oversight: Chair of Compensation Committee with responsibility for executive pay, equity plan administration, and compensation policies .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Voting % | Total Ownership % | Breakdown |
|---|---|---|---|---|---|
| Timothy Haley (individual and affiliated) | 156,205 | 7,226,908 (via Redpoint entities) | 22.0% | 7.3% | Individual Class A: 149,659; Family trust 6,063; Partners 483; plus Redpoint funds as detailed |
- Anti-hedging/pledging: TDUP insider trading policy prohibits directors from hedging and from pledging company securities as collateral or margin; Haley is subject to these restrictions .
Governance Assessment
- Strengths: Long-tenured independent director with deep venture/governance experience; active committee leadership; attendance at or above policy threshold; pay structure leans toward equity, aligning director incentives with shareholder value; anti-hedging/pledging policy enhances alignment .
- Potential red flags and conflict considerations:
- Significant voting influence via Redpoint-affiliated Class B holdings and investors’ rights agreement could create perceived conflicts in decisions affecting major shareholders, especially in compensation and strategic matters; continued disclosure/recusal practices mitigate but monitoring is prudent .
- Director equity accelerates upon a sale, which is standard but may be viewed as a transaction incentive; not unusual yet relevant for alignment analysis .
- Committee effectiveness signals: Compensation Committee retains independent consultant (Compensia) for executive pay benchmarking and design, suggesting formal process and market alignment; no disclosed committee interlocks or related-party compensation issues .