Steven Conine
WayfairAbout Steven Conine
Steven Conine, age 52, is Wayfair’s co‑founder and Co‑Chairman of the Board; he previously served as Chief Technology Officer from 2002 to 2015 and has been a director since 2002. He holds a B.S. from Cornell University and also serves on the board of CarGurus, Inc. since June 2018 . Company performance context: Wayfair’s revenue declined from 2020 to 2024 while EBITDA improved from deep losses toward less negative levels; TSR since 2019 shows significant volatility and negative net income in recent years .
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | 14,145,000,000* | 13,708,000,000* | 12,218,000,000* | 12,003,000,000* | 11,851,000,000* |
| EBITDA ($USD) | 518,000,000* | 69,000,000* | -1,167,000,000* | -596,000,000* | -217,000,000* |
Values retrieved from S&P Global.*
Additional context (pay-versus-performance disclosure): Value of an initial fixed $100 investment (TSR) measured from Dec 31, 2019 was $249.84 in 2020, $210.16 in 2021, $36.38 in 2022, $68.24 in 2023, and $49.01 in 2024; net (loss) income was $185M (2020), $(131)M (2021), $(1,331)M (2022), $(738)M (2023), $(492)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wayfair Inc. | Co‑Founder; Chief Technology Officer | 2002–2015 | Built technology and operations foundations for scale; long‑tenure executive continuity . |
| Simplify Mobile Corporation | Co‑founder & Chief Technology Officer | 2001 | Enterprise software leadership preceding Wayfair’s founding . |
| iXL Enterprises, Inc. (London office) | Chief Operating Officer | 1999–2000 | Operational leadership in international tech consulting/e‑commerce contexts . |
| Spinners Incorporated | Co‑founder & Chief Technology Officer | 1995–1998 | Early IT consulting leadership experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CarGurus, Inc. (NASDAQ: CARG) | Director | Since June 2018 | Technology marketplace governance experience; cross‑industry insights . |
Fixed Compensation
| Component ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 80,000 | 80,000 | 80,000 |
| Bonus | — | — | — |
| Stock Awards | — | — | — |
| All Other Compensation | 28,761 | 70,299 | 4,605 |
| Total | 108,761 | 150,299 | 84,605 |
Notes:
- Company eliminated cash bonuses in 2022 (prorated for others before elimination) and weights compensation heavily toward equity for non‑founder NEOs; founders were not granted equity awards in 2024 given their significant ownership stakes .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| No performance incentive awards were granted to Mr. Conine in 2024 | — | — | — | — | — |
Program design highlights:
- The company does not tie NEO compensation to specific financial metrics; equity weighting is intended to align long‑term value creation, and founders did not receive 2024 equity awards due to their ownership levels .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Class A shares beneficially owned | 1,149,860 (1.12% of Class A) |
| Class B shares beneficially owned | 12,316,448 (49.95% of Class B) |
| Total voting power | 35.63% (combined classes voting as single class) |
| Structural alignment | Dual‑class capital structure; Class B carries 10 votes per share; founders hold substantial super‑voting stock . |
| Vested vs unvested | No RSUs/options outstanding for Mr. Conine as of Dec 31, 2024 . |
| Pledging/Hedging | Anti‑hedging and anti‑pledging policy in place; no pledging requests by NEOs/directors in FY 2024 . |
| Director pay | Co‑founders do not receive additional director compensation . |
Insider selling pressure considerations:
- With no outstanding RSUs and no 2024 grants, scheduled vesting‑related selling pressure is minimal for Mr. Conine .
Employment Terms
| Term | Provision |
|---|---|
| Employment letters | Amended/restated letters for founders dated May 6, 2014; base salary subject to periodic increases; participation in employee benefit plans . |
| Non‑compete / Non‑solicit | 24 months following termination for both founders . |
| Severance | Health care benefit continuation up to 24 months (COBRA) upon termination without cause or resignation for good reason . |
| Change‑of‑control equity | Double‑trigger acceleration applies to RSUs (50% of unvested RSUs upon qualifying termination within 12 months of a change in control); founders had no RSUs outstanding in 2024 . |
| Clawback | Compensation Recovery Policy adopted Oct 2023 for incentive‑based compensation after Oct 2, 2023; recovery required upon certain restatements regardless of misconduct . |
| Pension/Deferred comp | No pension or nonqualified deferred compensation plans for NEOs . |
| Perquisites | Security program authorized for founders; personal security costs reported in “All Other Compensation” (Mr. Conine’s 2024 amount: $1,405 included in total other) . |
Board Governance
- Role: Co‑Chairman of the Board; no committee memberships; not independent (employee) .
- Leadership: Board co‑chaired by CEO Niraj Shah and Steven Conine; Lead Independent Director is Michael Kumin who presides over independent directors and acts as liaison; Board reviews leadership structure periodically .
- Attendance: Board met 4 times in 2024; all incumbent directors attended at least 75% of meetings (except Ms. Jung on committees), indicating Mr. Conine met attendance expectations .
- Executive sessions: Lead Independent Director presides over meetings of independent directors .
Director Compensation
- Co‑founders (including Mr. Conine) receive no director retainers or fees; non‑employee directors receive RSU grants (initial $250,000 and annual $250,000, one‑year vest) and no cash retainers or meeting fees .
Say‑on‑Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| 2023 Say‑on‑Pay approval | 91.9% of votes cast supported NEO compensation . |
| Advisory vote frequency | Every three years (next Say‑on‑Pay at 2026 Annual Meeting) . |
| Compensation consultant | No consultant used in 2024; benchmarking relied on surveys/public data . |
Related Party Transactions (Governance red‑flag monitoring)
| Transaction | Amount | Notes |
|---|---|---|
| Payments to CO9 Design (supplier owned by Mr. Conine’s sister, Sarah Conine) | ~$776,597 | Ordinary course supplier payments . |
| Reimbursements for business travel on aircraft owned by Shah & Conine entities | ~$2.5 million | $8,500/hour reimbursement; rate at or below market; founders do not profit (rate below operating cost) . |
| Advertising/marketing payments to Pinterest | ~$134.4 million | Director Jeremy King is former CTO of Pinterest; Board determined no material interest for directors in 2024–proxy date . |
Section 16 compliance:
- Late Form 4 amendments for founders on Jan 23, 2025 to correct administrative errors in November 27, 2024 filings; and one late Form 4 for CFO in April 2025 .
Risk Indicators & Red Flags
- Dual‑class structure with significant founder voting control (alignment yet governance concentration) .
- Co‑chair leadership (CEO + Co‑founder) with lead independent director mitigant; independence considerations persist .
- Related party transactions (supplier owned by family; aircraft reimbursements) scrutinized under audit committee policies; Board indicates at‑arm’s‑length and no director material interests .
- Anti‑hedging/anti‑pledging policy reduces misalignment risk; no pledging requests by NEOs/directors in 2024 .
- Clawback policy compliant with SEC/NYSE adopted Oct 2023 .
- Pay program not explicitly tied to financial metrics; founders’ low fixed pay and high ownership drive alignment but reduce direct performance‑pay levers .
Compensation Structure Analysis
- Year‑over‑year mix: Founders maintained low cash pay ($80k) with no stock grants; broader NEOs compensated primarily via quarterly RSUs to manage stock volatility, with plans to transition back to longer‑term awards .
- Options vs RSUs: Company does not currently grant options/SARs; RSUs are the primary equity instrument .
- Guaranteed vs at‑risk: Founders’ compensation largely fixed and minimal, with alignment coming from equity ownership rather than annual variable pay .
- Clawback/discretion: Clawback in place; committee reviews compensation risk and found programs not likely to encourage excessive risk‑taking .
Employment & Contracts (Retention risk)
- At‑will employment for NEOs; founders have 2014 letters with non‑compete/non‑solicit (24 months), and health benefit continuation if terminated without cause/resign for good reason .
- Change‑of‑control economics: Double‑trigger equity acceleration applies to RSUs (50%) upon qualifying termination; founders had no RSUs outstanding in 2024; no cash multiples disclosed .
- No nonqualified deferred comp/pension; standard 401(k) with match (100% up to 4%) .
Investment Implications
- Strong equity alignment: Conine’s substantial Class B holdings confer 35.63% voting power, anchoring long‑term orientation; minimal cash pay reduces “pay leakage” risk .
- Governance concentration: Dual‑class plus co‑chair structure heightens governance risk and potential entrenchment; lead independent director provides some counterbalance .
- Limited forced selling: No outstanding RSUs/options and no 2024 equity grants for Conine suggest low near‑term vesting‑related sell pressure; watch for discretionary sales via Form 4s around liquidity events .
- Related party oversight: Family supplier and aircraft reimbursement arrangements are disclosed and subject to audit committee review; continued monitoring advisable for fairness and optics .
- Pay structures: Absence of explicit performance metrics for pay may reduce near‑term incentive responsiveness; broader NEO RSU program aids retention and alignment during volatility, with an intended shift back to longer‑term grants .