Jeremy King

About Jeremy King

Jeremy King (age 56) has served as an independent director of Wayfair Inc. since 2021. He is a seasoned technology and e-commerce leader, previously serving as Chief Technology Officer at Pinterest (2019–2023) and in senior technology roles at Walmart, LiveOps, and eBay. He holds a B.S. from San Jose State University and currently sits on Wayfair’s Audit and Nominating & Corporate Governance Committees; he has no other current public company directorships .

Past Roles

External Roles

Board Governance

• Independence: Board determined King is independent under NYSE rules; all committee members are independent .
• Committee assignments (2025): Audit (members: King, Naylor, Sneed; chair: Naylor) and Nominating & Corporate Governance (members: Jung, King, Kumin) .
• Attendance: The Board met four times in 2024; all incumbent directors attended ≥75% of Board and applicable committee meetings in 2024, except Ms. Jung (67% comp; missed nom/gov). Annual Meeting attendance encouraged but not mandatory (two directors attended last year) .
• Risk oversight: Audit Committee oversees financial, privacy, security, cybersecurity, AI, tax, accounting, and technology risk; it also reviews related party transactions. King, as an Audit member and report signatory, participates directly in this oversight .
• 2025 Director election support (shareholder vote, May 20, 2025):

Fixed Compensation

Policy: Non-employee directors receive no cash retainers or meeting/chair fees; compensation is equity-only via RSUs: $250,000 initial grant upon joining and $250,000 annual grant thereafter, each vesting over one year. Reasonable travel is reimbursed; no retirement benefits or perquisites are provided to directors .

Performance Compensation

Other Directorships & Interlocks

• Related party review: Wayfair’s Audit Committee reviews and must approve related party transactions >$120,000, considering arm’s-length terms and materiality. This policy governs transactions such as the Pinterest spend; the Committee annually reviews ongoing related party dealings .

Expertise & Qualifications

• Deep technology and e-commerce engineering leadership (Pinterest, Walmart, eBay), directly relevant to Wayfair’s platform, cybersecurity/AI oversight, and logistics-tech interfaces .
• Committee fit: Audit Committee literacy requirements are met; the committee has an “audit committee financial expert” (Naylor). King contributes technology/cyber/AI risk oversight expertise .
• Education: B.S., San Jose State University .

Equity Ownership

• Anti-hedging/pledging: Directors are prohibited from hedging and pledging Wayfair securities, with only limited, pre-approved exceptions; no such requests by directors in FY2024 .
• Section 16 compliance: 2024 delinquencies noted for specific insiders (Shah, Conine, Gulliver); no mention of delinquencies for King .

Governance Assessment

• Positives:
  • Independence and critical committee roles (Audit; Nominating & Corporate Governance). Audit scope explicitly includes cybersecurity and AI oversight—well-aligned with King’s background .
  • Strong 2025 shareholder support for re-election (320.2M “For” vs. 6.8M “Abstain”), indicating investor confidence .
  • Equity-only director pay (no cash) supports alignment; one-year RSU vesting and anti-hedging/pledging policy further reinforce owner mindset .
  • Attendance threshold met at Board/committee level in 2024 (≥75% for all incumbents except one director), suggesting reasonable engagement .
• Watch items / conflicts:
  • Significant advertising spend with Pinterest during and after King’s tenure there (FY2023–FY2024). While governed by the related party policy and audit committee oversight, the magnitude (up to $134.4M) warrants continued monitoring for arm’s-length terms and independence perceptions .
  • Broader governance context: Dual-class structure concentrates voting power with co-founders, potentially limiting independent director influence despite board processes .

Say-on-Pay & Shareholder Feedback (Context)

• Say-on-pay frequency is triennial; next vote scheduled for 2026. The last (2023) advisory vote received 91.9% approval, which the Compensation Committee cited as support for maintaining the program structure . The 2025 Annual Meeting included director elections and auditor ratification only .

Related Party Transactions (Policy & Oversight)

• The Audit Committee must pre-approve related party transactions, with annual review for ongoing items, considering arm’s-length comparability and the extent of the related party’s interest .
• Additional disclosed related party items include aircraft reimbursements to entities owned by co-founders (at or below market hourly rates) and payments to a family-owned supplier; neither involve King, but illustrate policy application breadth .

Overall implication: Jeremy King enhances board effectiveness on technology, cyber, and AI risk within the Audit Committee, is independent with high investor support, and receives equity-only compensation aligned with shareholders. The principal governance risk tied to King is perceived conflict from Wayfair’s sizable Pinterest marketing spend, mitigated by related-party oversight but meriting ongoing monitoring for arm’s-length terms and disclosure clarity .