Michael Kumin
WayfairAbout Michael Kumin
Lead Independent Director of Wayfair (W) since 2011; age 52; Managing Director at Great Hill Partners (since 2002). He serves on Wayfair’s Compensation Committee (Chair) and Nominating & Corporate Governance Committee, and is designated as Lead Independent Director, acting as liaison between management co-chairs and independent directors. He holds a B.A. in Public Policy and International Affairs from Princeton University. The Board determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Great Hill Partners | Managing Director | 2002–present | Private equity investor focused on e-commerce/tech; brings investor perspective to Wayfair board. |
| The RealReal, Inc. | Director | May 2017–Aug 2021 | Public company board experience in e-commerce resale. |
| YogaWorks, Inc. | Director | Jul 2014–Oct 2020 | Public company fitness/consumer; governance experience. |
| Spark Networks, Inc. | Director | Jun 2006–Dec 2013 | Earlier public board experience. |
| Vitacost.com, Inc. | Director | Jul 2010–Aug 2014 | E-commerce/retail board experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Great Hill Partners | Managing Director | 2002–present | Current employer; also serves on several private company boards (not listed). |
| Public company boards (current) | — | — | None disclosed. |
| Public company boards (prior) | Director (The RealReal; YogaWorks; Spark Networks; Vitacost) | 2006–2021 | See Past Roles for dates. |
Board Governance
- Roles: Lead Independent Director; Compensation Committee Chair; Member, Nominating & Corporate Governance Committee.
- Independence: Independent under NYSE rules; committees comprised of independent directors.
- Attendance and meetings: Board met 4 times in 2024; audit 4, compensation 3, nominating & governance 1; each incumbent director attended ≥75% of Board/committee meetings in 2024, except Andrea Jung (who attended 67% of Compensation and missed one N&G meeting).
- 2025 director election support (signal): Received 316,534,619 For vs 10,527,952 Abstain; broker non-votes 14,153,533.
Fixed Compensation
Wayfair pays no cash retainers or meeting/chair fees to non-employee directors; compensation is solely annual RSU grants (initial and annual follow-on) targeted at $250,000 value, 1-year vest.
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 | $0 | $0 | $0 |
| Stock Awards ($) | $102,089 | $253,992 | $242,934 | $246,931 | $250,035 |
| Director Comp Policy (RSU vest term, value) | 3-yr vest; $100k follow-on (legacy) | $250k initial/$250k annual; 1-yr vest | $250k initial/$250k annual; 1-yr vest | $250k initial/$250k annual; 1-yr vest | $250k initial/$250k annual; 1-yr vest |
Performance Compensation
- Structure: Director equity is time-based RSUs; no performance-based metrics disclosed for directors. Company indicates it does not currently grant stock options; director policy specifies RSUs only.
- Hedging/pledging: Prohibited by policy; committee may approve pledging only in limited cases with capacity tests; no such requests by directors in FY2024.
| Element | Design | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Annual Director RSUs | Fixed grant value target ($250k) | 1-year service vest | None disclosed | No cash retainers/fees. |
| Options/SARs | Not granted currently | — | — | Company indicates it does not currently grant option-like awards. |
| Hedging/Pledging | Prohibited (limited pledge exception) | — | — | No director requests in 2024. |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Conflicts Noted |
|---|---|---|---|
| The RealReal, Inc. | Public (prior) | Director (2017–2021) | None disclosed by Wayfair. |
| YogaWorks, Inc. | Public (prior) | Director (2014–2020) | None disclosed by Wayfair. |
| Spark Networks; Vitacost.com | Public (prior) | Director (earlier) | None disclosed by Wayfair. |
| Great Hill Partners | Private equity firm | Managing Director | Wayfair’s related-party disclosures list transactions with Pinterest and entities owned by co-founders; no material interest disclosed for Mr. Kumin. |
Related-party transactions oversight: Audit Committee approves/monitors transactions >$120k with related parties; 2024 disclosures include payments to Pinterest and co-founders’ aircraft reimbursements; board concluded no director had a material interest in such relationships in 2024.
Expertise & Qualifications
- Private equity investor with deep e-commerce/retail-tech experience; service on multiple public boards (The RealReal, YogaWorks).
- Lead Independent Director responsibilities: presides over independent sessions; liaison between co-chairs and independent directors; governance and risk oversight through committee service.
- Education: B.A., Princeton University (Public Policy and International Affairs).
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 314,942 Class A shares as of Mar 24, 2025 (includes 253,118 directly, 4,000 via retirement trust, 56,000 via TOF Capital; plus RSUs that will convert into 1,824 shares within 60 days). Ownership <1% of Class A. |
| Unvested RSUs (12/31/2024) | 1,045 RSUs unvested as of FY-end 2024. |
| Pledging/Hedging | Prohibited by policy; no director requests for pledging approvals in FY2024. |
Governance Assessment
- Board effectiveness and independence: As Lead Independent Director, Compensation Committee Chair and member of Nominating & Corporate Governance, Kumin occupies key oversight roles; the Board affirmed his independence and committee independence under NYSE rules. Attendance met ≥75% threshold in 2024.
- Alignment and incentives: Director pay is 100% equity (time-based RSUs; no cash retainers/fees), aligning with shareholder value; anti-hedging/pledging enhances alignment; no director-specific perquisites disclosed.
- Shareholder signals: Strong re-election support at 2025 annual meeting (316.5M For vs 10.5M Abstain), and prior say-on-pay approval of 91.9% (2023) suggests favorable investor sentiment toward governance/compensation approach.
- Conflicts/related-party exposure: Wayfair disclosed significant related-party transactions (e.g., Pinterest ad spend; aircraft reimbursements to co-founders) but reported no material director interests, with Audit Committee oversight of such matters. No Kumin-specific related-party transactions disclosed.
- Red flags: None disclosed relating to Kumin (no hedging/pledging approvals; independence confirmed; attendance adequate). Continue monitoring for any Great Hill Partners portfolio overlaps with Wayfair counterparties; company policy requires Audit Committee review/approval of any related-party dealings.