Hal Lawton
WayfairAbout Hal Lawton
Hal Lawton was appointed to Wayfair’s board on November 6, 2025, as an independent director under NYSE and SEC rules. He is President and CEO of Tractor Supply Company and previously held senior roles at Macy’s, eBay, and Home Depot. He holds bachelor’s degrees in Chemical Engineering and Pulp and Paper Science Technology from North Carolina State University and an MBA from UVA Darden. Wayfair disclosed no related-party transactions with Lawton and is entering into its standard indemnification agreement with him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tractor Supply Company | President & CEO | Since 2020 | Led record performance and positioned company as leading rural lifestyle retailer |
| Macy’s | President | Not disclosed | Senior retail leadership; operating experience at scale |
| eBay | Senior Executive | Not disclosed | E-commerce leadership |
| Home Depot | Senior Executive | Not disclosed | Retail operations and technology exposure |
External Roles
| Organization | Role | Public Company Directorship | Notes |
|---|---|---|---|
| Tractor Supply Company | President & CEO | Not disclosed in Wayfair materials | Current operating role; details of board membership at TSCO not specified here |
Board Governance
- Independence: Wayfair’s board determined Lawton is independent under NYSE and SEC rules; no Item 404(a) related-party transactions .
- Committee assignments: Not disclosed at time of appointment .
- Indemnification: Wayfair entered into its standard indemnification agreement with Lawton (form filed as Exhibit 10.1 to Wayfair’s 8-K dated Jan 8, 2018) .
- Board leadership: Co-Chairs are Niraj Shah and Steven Conine; Lead Independent Director is Michael Kumin, who presides over independent director meetings and serves as liaison to co-chairs .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging Wayfair stock and from pledging except in rare committee-approved circumstances; no pledging requests by directors in fiscal 2024 .
- Attendance baseline: In 2024 the board met four times; incumbents achieved ≥75% meeting attendance, with an exception noted for one director (Jung); Lawton joined in Nov 2025 so no attendance data yet .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $0 | Wayfair does not pay cash retainers to non-employee directors |
| Committee membership fees | $0 | No cash fees disclosed; directors receive equity only; reasonable travel expenses reimbursed |
| Committee chair fees | $0 | Not disclosed; director compensation is RSUs; no other benefits (no retirement/perqs) |
| Meeting fees | $0 | Not disclosed; equity-only model; travel reimbursement |
Performance Compensation
| Award Type | Grant Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU (non-employee director) | $250,000 | Expected in connection with appointment | Vests over 1 year in substantially equal quarterly installments | Under Wayfair’s 2023 Incentive Award Plan; equity measured using closing price preceding board approval |
| Annual RSU (ongoing) | $250,000 | Annual | 1-year vest | Standard follow-on grant structure for non-employee directors |
Wayfair’s director compensation is equity-only (time-based RSUs). No options or performance share units (PSUs) are disclosed for directors; performance metrics (TSR, revenue, ESG) are not part of director awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Relationships |
|---|---|---|---|
| Tractor Supply Company | President & CEO | Not disclosed | Wayfair reports no related-party transactions involving Lawton; no shared directorships disclosed in Wayfair’s materials |
Expertise & Qualifications
- Retail and e-commerce executive leadership across large-scale operators (Tractor Supply, Macy’s, eBay, Home Depot) .
- Operations, technology, logistics, and customer experience orientation aligned with Wayfair’s platform .
- Education: Dual bachelor’s degrees (Chemical Engineering; Pulp & Paper Science Tech) from NC State; MBA from UVA Darden .
Equity Ownership
| Category | Detail |
|---|---|
| Initial RSU award | $250,000 grant value; vests quarterly over one year under the 2023 Incentive Award Plan |
| Shares outstanding context | Director RSUs are valued using the closing price before board approval; number of units determined at grant; not disclosed in current filing |
| Hedging/pledging | Prohibited for directors; committee may allow pledging in rare cases; no pledging requests by directors in FY2024 |
Governance Assessment
- Alignment: Equity-only director pay (RSUs) and anti-hedging policy support long-term alignment with shareholders; absence of cash retainers reduces guaranteed pay and shifts compensation toward equity value creation .
- Independence and conflicts: Board affirmed Lawton’s independence; Wayfair disclosed no Item 404(a) related-party transactions involving Lawton, mitigating immediate conflict risk .
- Board effectiveness: Lawton’s deep retail and e-commerce experience should strengthen board oversight in merchandising, omnichannel logistics, and customer experience, complementing Wayfair’s stated technology and risk oversight frameworks .
- Disclosure gaps to monitor: Committee assignments and initial RSU unit count were not yet disclosed; track subsequent filings for committee placement, ownership reporting (Form 4), and 2026 proxy updates .