Andrea Jung
WayfairAbout Andrea Jung
Andrea Jung, age 66, has served as an independent director of Wayfair since May 2018. She is President and CEO of Grameen America (since April 2014), and previously served as CEO and Chairman of Avon Products (CEO 1999–2012; Chairman 2001–2012; Executive Chairman 2012) . She is a graduate of Princeton University . Her core credentials include multi-decade consumer leadership, public company board experience at Apple Inc. and Unilever PLC, and prior board service at GE and Daimler .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grameen America | President & CEO; Director | Apr 2014–present | Leads nonprofit microfinance; governance role on board |
| Avon Products | CEO; Chairman; Executive Chairman | CEO: Nov 1999–Apr 2012; Chairman: Sep 2001–Apr 2012; Exec Chair: Apr–Dec 2012 | Led global consumer enterprise |
| General Electric Company | Director | Jul 1998–Mar 2018 | Board member |
| Daimler AG | Director | Apr 2013–Apr 2018 | Board member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apple Inc. (NASDAQ: AAPL) | Director | Jan 2008–present | Current public company board seat |
| Unilever PLC (NYSE: UL) | Director | May 2018–present | Current public company board seat |
Board Governance
- Committee assignments: Compensation Committee; Nominating & Corporate Governance Committee .
- Independence: Board determined Ms. Jung is independent under NYSE rules; all committee members are independent .
- Attendance and engagement:
- Board met 4 times in 2024; all directors attended ≥75% of aggregate Board meetings .
- Compensation Committee held 3 meetings in 2024; Ms. Jung attended 67% (2 of 3) .
- Nominating & Corporate Governance Committee held 1 meeting in 2024; Ms. Jung did not attend (0 of 1) .
- 2025 director election vote outcome (signal of investor support):
- For: 299,191,214; Abstain: 27,871,357; Broker non-votes: 14,153,533 .
- Lead Independent Director: Michael Kumin .
- Anti-hedging and anti-pledging policies: Hedging and pledging of company stock prohibited, with limited committee-approved exceptions; no requests by NEOs or Board in FY2024 .
Fixed Compensation
Wayfair’s non-employee director pay structure is equity-only (no cash retainers, no meeting/committee fees), delivered via RSUs: $250,000 initial grant and annual follow-on RSUs, each with one-year vesting, valued using the closing price prior to grant approval .
| Item | 2023 | 2024 |
|---|---|---|
| Cash retainer ($) | $0 | $0 |
| Committee chair/member fees ($) | $0 | $0 |
| Meeting fees ($) | $0 | $0 |
| Equity – Stock awards ($) | $228,266 | $274,613 |
| Unvested RSUs outstanding (Dec 31) | 2,293 | 4,665 |
Performance Compensation
- Director equity is time-based only; Wayfair discloses no performance-based metrics (e.g., PSU/TSR, EBITDA, ESG) for director compensation, and no stock options are granted to directors .
| Performance Metrics in Director Compensation | Disclosure |
|---|---|
| PSUs / TSR targets | None; RSUs vest on service (1-year) |
| Option awards | None; no options granted to directors |
| Meeting-based cash incentives | None |
Other Directorships & Interlocks
| Company | Current Role | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Apple Inc. | Director | Consumer-tech ecosystem exposure; no Wayfair-related transactions disclosed | No material interest by directors reported |
| Unilever PLC | Director | Global consumer products exposure; no Wayfair-related transactions disclosed | No material interest by directors reported |
- Related party transactions involving Wayfair in 2024/2025 were primarily with entities tied to co-founders (aircraft reimbursements), a supplier owned by a co-founder’s sister (CO9 Design), and advertising spend with Pinterest (former employer of a director). No material interest disclosed for Ms. Jung; Board reaffirmed independence after reviewing related-party items .
Expertise & Qualifications
- Executive leadership and consumer/retail experience from Avon and Grameen America; extensive public board experience across technology and consumer sectors .
- Education: Princeton University .
- Board skills matrix highlights retail experience and international leadership across Wayfair directors; Ms. Jung contributes senior leadership and corporate governance experience .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 15,703 | As of Mar 24, 2025; <1% of Class A outstanding |
| RSUs convertible within 60 days | 1,555 | As of Mar 24, 2025 footnote |
| Unvested RSUs (Dec 31, 2024) | 4,665 | Director RSUs; service-vest |
| Hedging/Pledging | Prohibited | No requests in FY2024 |
Governance Assessment
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Strengths:
- Independent director with deep consumer and board governance experience; sits on Compensation and Nominating & Governance committees .
- Equity-only director pay aligns incentives with shareholders; anti-hedging/pledging policy reinforces alignment .
- No disclosed related-party conflicts for Ms. Jung; Board affirmed independence after reviewing transactions .
-
Risks and signals:
- Attendance shortfall: 67% attendance at Compensation Committee and missed the Nominating & Governance Committee meeting in 2024 (0 of 1), which can weigh on perceived committee effectiveness; this is a RED FLAG for committee engagement .
- 2025 election support was materially lower than other nominees (e.g., many nominees received ~326–327M “For” votes versus 299M for Jung), suggesting investor hesitation; monitoring future engagement and attendance is warranted .
- Multiple external board commitments (Apple, Unilever) may create bandwidth considerations; no specific conflicts disclosed by Wayfair, but continued oversight of potential interlocks is prudent .
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Contextual shareholder feedback:
- Say-on-pay support for NEOs was strong in 2023 at 91.9%, indicating broader investor acceptance of Wayfair’s pay philosophy; while not director-specific, it frames the governance environment .