Andrew Hunt

About Andrew Hunt

Andrew Hunt, age 43, is Warby Parker’s Co‑Founder and independent Class III Director (since May 2009), currently serving on the Audit Committee. He is General Partner at Elephant (venture capital) since May 2015 and previously was a principal/partner at Highland Capital Partners (2011–2015). He holds a BA in Economics and History from Brown University and an MBA from The Wharton School, University of Pennsylvania .

Past Roles

External Roles

Board Governance

• Classification and tenure: Class III director; term expires at 2027 Annual Meeting; current Board has nine directors split into three classes .
• Independence: Board determined Andrew Hunt is independent under NYSE listing standards .
• Committee membership: Audit Committee member; committee chaired by Teresa Briggs; other members include Bradley Singer .
• Audit Committee qualifications and activity: All members independent and financially literate; Briggs and Singer designated “audit committee financial experts”; committee met four times in FY2024 .
• Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; the Board held 4 meetings; 7 of 9 directors attended the 2024 Annual Meeting .
• Board leadership and oversight: Co‑CEOs also Co‑Chairs; Ronald Williams appointed Lead Director in August 2024; executive sessions led by Lead Director; risk oversight split among Audit, Compensation, and Nominating & Governance Committees .

Fixed Compensation

Performance Compensation

• Structure: Non‑employee directors receive fully vested RSUs annually; grant value determined as $225,000 divided by 30‑day average closing price prior to the annual meeting; newly appointed directors receive prorated grants .
• FY2024 grants: Andrew Hunt received 14,793 fully vested RSUs at the June 2024 annual meeting; aggregate “Stock Awards” reported as $253,010 (includes annual RSUs and small excess from retainer‑for‑RSU election) .

No performance metrics are tied to director compensation; all director RSUs are fully vested and not contingent on financial or ESG targets .

Other Directorships & Interlocks

• Compensation Committee advisor: Semler Brossy engaged by Compensation Committee; independence affirmed; example of governance process quality .
• Investors’ Rights Agreement: Andrew Hunt is a party to WRBY’s amended and restated Investors’ Rights Agreement providing registration rights—standard investor governance provision; no monetary related‑party payments disclosed to Hunt .

Expertise & Qualifications

• Founding and venture expertise: Co‑founder of WRBY; GP at Elephant; prior Highland Capital investing experience .
• Financial literacy: Audit Committee member; Board determined all audit members financially literate (Briggs/Singer as designated experts) .
• Education: BA in Economics/History (Brown); MBA (Wharton) .

Equity Ownership

(*) Less than one percent of total voting power .

Related Party Transactions and Conflicts

• Registration rights: Party to Investors’ Rights Agreement (with founders and certain investors); typical pre‑IPO/IPO governance; no cash payments or issuer loans disclosed to Hunt .
• Hedging/pledging policy: Hedging prohibited; pledging generally prohibited except by pre‑approval for Section 16 insiders—no pledge disclosed for Hunt; pledges disclosed only for Co‑CEOs (JPMorgan line of credit) .
• Foundation issuances: Stock issued to Warby Parker Impact Foundation; directors Blumenthal, Gilboa, Cutler serve on foundation board—no Hunt involvement disclosed .

Governance Assessment

• Strengths:

  • Independent status affirmed; audit committee membership indicates financial literacy and engagement in core oversight .
  • Strong attendance culture (≥75% for all incumbents) and active committee calendar (Audit: 4x in 2024) .
  • Director equity taken in lieu of cash improves alignment; annual RSUs structure aligns with shareholder outcomes .
  • Robust governance infrastructure: Lead Director role, executive sessions, clear risk oversight allocation; independent compensation advisor .

• Watch items:

  • Co‑founder status with “independent” designation can prompt investor scrutiny on practical independence; continued audit‑focused role mitigates but warrants monitoring .
  • Venture affiliations (Elephant; multiple private boards) create potential for indirect conflicts; no related‑party transactions disclosed, but maintain diligence on any future WRBY dealings with portfolio companies .
  • Dual‑class voting structure concentrates control with Class B holders; while not an Andrew Hunt‑specific risk, it influences board accountability dynamics .

Insider Trades

• Director Form 4 transactions for Andrew Hunt were not detailed in the proxy; no Form 4 activity is disclosed in this document. Refer to current Section 16 filings for up‑to‑date transactions (not included in this report) .

Appendix: Director Compensation Summary (FY2024)

All data and statements sourced from Warby Parker Inc. 2025 DEF 14A proxy .