Michael E. Sneed
WayfairAbout Michael E. Sneed
Independent director of Wayfair Inc. since 2020; age 65. Former Executive Vice President, Global Corporate Affairs and Chief Communications Officer at Johnson & Johnson (2018–2022), with a career at J&J dating to 1983. Holds a Master’s degree from the Tuck School of Business at Dartmouth College and a B.A. from Macalester College. Currently serves on Wayfair’s Compensation and Audit Committees, and the board of Kenvue Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Executive Vice President, Global Corporate Affairs & Chief Communications Officer | Jul 2018–Apr 2022 | Led global marketing, communication, design and philanthropy; joined the Executive Committee in 2018 |
| Johnson & Johnson | Vice President, Global Corporate Affairs & Chief Communications Officer | 2017 | Corporate affairs leadership |
| Johnson & Johnson | Company Group Chairman, Vision Care Franchise | 2007 | Business leadership for Vision Care |
| Johnson & Johnson | Company Group Chairman, Consumer North America | 2004 | Business leadership for Consumer North America |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Kenvue Inc. (NYSE: KVUE) | Director | 2023 | Current public company board service |
| Thomas Jefferson University | Director/Trustee | N/A | Non-profit board service |
| Robert Wood Johnson Foundation | Director/Trustee | N/A | Non-profit board service |
| WHYY (Philadelphia public media) | Director/Trustee | N/A | Non-profit board service |
Board Governance
- Committee assignments: Compensation Committee (member); Audit Committee (member; added Feb 21, 2025). Audit Committee members: Jeremy King, Jeffrey Naylor (Chairperson), Michael Sneed; Compensation Committee members: Andrea Jung, Michael Kumin (Chairperson), Michael Sneed
- Independence: Board determined all directors other than the two co-founders are independent; all committee members are independent. Sneed is listed as an independent director
- Attendance and engagement: Board met 4 times in 2024; each incumbent director attended ≥75% of aggregate Board meetings. All directors—except Andrea Jung—attended all committee meetings of the committees on which they served in 2024, indicating full committee attendance for Sneed
- Leadership: Board co-chaired by CEO Niraj Shah and co-founder Steven Conine; Lead Independent Director is Michael Kumin, who presides over meetings of independent directors and liaises with co-chairmen
- Risk oversight: Audit Committee oversees major financial, technology, cybersecurity, AI, tax, accounting risks and related-party reviews; Compensation Committee oversees compensation-related risks and advisor conflicts; Nominating & Governance oversees governance and ESG programs
Fixed Compensation
Wayfair pays no cash retainers or meeting fees to non-employee directors; compensation is solely RSUs under the Director Compensation Policy.
| Component | 2024 Value | Notes |
|---|---|---|
| Annual RSU grant (target policy) | $250,000 | One-year vest; initial $250,000 RSU when joining; annual follow-on $250,000 RSU thereafter |
| Actual stock awards (grant-date fair value) | $245,579 | 2024 RSU grant-day value for Sneed |
| Cash fees | $0 | No cash payments or retainers |
| Unvested RSUs as of 12/31/2024 | 6,382 units | Aggregate unvested RSUs |
Performance Compensation
| Metric/Instrument | Structure | Applied to Director Pay |
|---|---|---|
| Performance-based equity (PSUs) | Not disclosed/None | Director remuneration is time-based RSUs only; no performance metrics tied to director pay |
| Stock options | Company does not currently grant options | No option awards to directors; RSUs used exclusively |
| Cash bonus | None | No director cash bonuses |
Vesting: Director RSUs vest over one year; measured using prior-day closing price before Board approval to determine grant value
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Kenvue Inc. | Current director since 2023 | No Wayfair related-party transactions disclosed involving Sneed or Kenvue in 2024/through proxy date; audit committee reviews and approves related-party transactions |
Expertise & Qualifications
- Global corporate affairs, marketing, communications, design, and philanthropy leadership from J&J enhances stakeholder and brand oversight competencies on Wayfair’s board
- Service on Audit and Compensation Committees indicates financial literacy and compensation governance capability; all audit members meet SEC/NYSE financial literacy requirements
- Academic credentials: Tuck School of Business (Master’s), Macalester College (B.A.), supporting governance and strategic acumen
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 19,091 shares (<1% of Class A outstanding) |
| RSUs converting within 60 days of 03/24/2025 | 1,596 shares |
| Unvested RSUs (12/31/2024) | 6,382 units |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors; no pledging requests by NEOs or Board in FY2024 |
Governance Assessment
- Board effectiveness: Sneed’s dual committee roles (Compensation and Audit) strengthen risk oversight and pay governance; audit membership addition in Feb 2025 signals enhanced focus on financial and cybersecurity risk
- Independence and attendance: Independent status and full committee attendance (given only exception was Jung) support strong engagement and investor confidence
- Compensation alignment: Director pay is entirely equity-based RSUs with no cash retainers or options, aligning incentives with shareholder value; one-year vesting provides ongoing refresh while avoiding complex performance metric gaming for directors
- Related-party exposure: No related-party transactions disclosed for Sneed; audit committee oversees and approves any such transactions, reducing conflict risk
- RED FLAGS: None disclosed specific to Sneed. No hedging/pledging, no late Section 16 filings noted for Sneed (late filings disclosed for other insiders), and no director-specific conflicts identified in 2024–2025 proxy disclosures