Jeffrey Naylor
WayfairAbout Jeffrey Naylor
Independent director at Wayfair since 2018; age 66. Former senior executive (CFO/CAO) at The TJX Companies with prior CFO roles at Big Lots and Dade Behring. Holds a B.A. from Northwestern University and an M.B.A. from Kellogg School of Management; designated by Wayfair’s board as an audit committee financial expert and chair of the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The TJX Companies, Inc. | CFO (2004–2006); Chief Financial & Administrative Officer (2006–2007, Feb 2009–Jan 2012); Chief Administrative & Business Development Officer (2007–2009); Chief Administrative Officer (Jan 2012–Feb 2013); Senior Corporate Advisor (Feb 2013–Apr 2014) | 2004–2014 | Led finance, administration, and business development across a large-scale retailer . |
| Big Lots, Inc. | Chief Financial Officer | 2001–2004 | Finance leadership at hardlines retailer . |
| Dade Behring, Inc. | Chief Financial & Administrative Officer | 2000–2001 | Oversaw finance/admin in medical diagnostics . |
| Topaz Consulting, LLC | Managing Director (founder) | Apr 2014–present | Advisory services; private firm . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchrony Financial (NYSE: SYF) | Director | Since Jul 2014 | Committee roles not disclosed in Wayfair proxy . |
| Dollar Tree, Inc. (NASDAQ: DLTR) | Director | Since Mar 2018 | Committee roles not disclosed in Wayfair proxy . |
| Emerald Expositions (prior) | Director | Sep 2013–May 2021 | Board experience in events/media . |
Board Governance
- Independence: Board determined Naylor is independent under NYSE rules; all committee members meet independence standards .
- Committee assignments: Audit Committee member and Chair; Audit Committee members are Naylor, Jeremy King, and Michael Sneed .
- Financial expert: Board designated Naylor as “audit committee financial expert” with requisite financial sophistication .
- Attendance: Board met 4 times in 2024; each incumbent director attended at least 75% of board meetings; all directors except Ms. Jung attended all committee meetings for which they served (implies Naylor met thresholds) .
- Lead independent director: Michael Kumin serves as Lead Independent Director; Naylor is not LID .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 4 |
| Audit Committee meetings held | 4 |
| Independence status | Independent |
| Audit Committee Chair | Yes (Naylor) |
| Audit Committee financial expert | Yes (Naylor) |
Audit Committee scope includes oversight of financial reporting, internal audit, related-party transactions, and enterprise risk (incl. cybersecurity/AI), increasing Naylor’s direct influence on controls and investor confidence .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual | Vesting/Terms |
|---|---|---|---|
| Annual cash retainer | None | $0 | Company does not pay cash to non-employee directors . |
| Committee chair/member fees | None | $0 | No cash committee fees . |
| Equity (RSUs) annual grant | $250,000 grant-date fair value | $250,035 | One-year vest; measured using closing price of Class A the day before approval . |
| Initial RSU (on joining board) | $250,000 grant-date fair value | N/A (prior) | One-year vest . |
| Unvested RSUs at 12/31/2024 | Naylor: 1,045 | N/A | Unvested count at FY-end . |
Performance Compensation
- No performance-conditioned equity for directors (no PSUs/options); director compensation is entirely time-based RSUs without performance metrics .
Other Directorships & Interlocks
| Company | Relationship to Wayfair | Potential Interlock Risk |
|---|---|---|
| Synchrony Financial | Consumer finance; Wayfair proxy does not disclose transactions with SYF in 2024 | No related-party exposure noted for Naylor . |
| Dollar Tree | Discount retail; no disclosed dealings with Wayfair | No related-party exposure noted for Naylor . |
Company’s Related Party section lists transactions tied to founders’ aircraft, Pinterest advertising, and CO9 Design; no Naylor-related transactions. The board concluded no director had a material interest in such relationships in 2024–2025, supporting independence .
Expertise & Qualifications
- Deep finance and retail operations background (TJX CFO/CAO; Big Lots CFO); extensive governance experience across multiple public boards .
- Audit expertise formally recognized; serves as Audit Committee Chair and financial expert .
- Education: B.A. Northwestern; M.B.A. Kellogg School of Management .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/24/2025) | 24,401 shares of Class A | Includes 22,577 shares and RSUs convertible into 1,824 shares within 60 days . |
| Ownership % of Class A | <1% | Marked “*” less than 1% in proxy table . |
| Unvested RSUs (12/31/2024) | 1,045 | Director RSU table at FY-end . |
| Pledged/Hedged shares | Prohibited; no board requests in 2024 | Anti-hedging/anti-pledging policy; no requests from board members in FY2024 . |
Insider Trades and Section 16 Compliance
| Item | Status | Source |
|---|---|---|
| Section 16(a) compliance (FY2024) | No delinquent filings for Naylor reported | Company noted late filings for Shah/Conine/Gulliver; none for Naylor . |
Governance Assessment
- Strengths: Independent director; Audit Chair and financial expert; strong retail finance/operator background; clean related-party and Section 16 record; equity-only director pay aligns incentives with stockholder outcomes .
- Potential watchpoints: Multiple public board commitments (DLTR, SYF) can raise bandwidth questions, though no conflicts disclosed by Wayfair; continued audit oversight critical amid auditor transition (EY to PwC) .
- RED FLAGS: None identified specific to Naylor—no related-party transactions, no hedging/pledging, no delinquent insider filings, and adequate attendance per proxy disclosures .