Bradley Singer
About Bradley Singer
Bradley Singer, age 58, has served as an independent Class I director of Warby Parker (WRBY) since August 2024 and is standing for re‑election to a term expiring at the 2028 annual meeting . He is a former Partner and Chief Operating Officer of ValueAct Capital (retired December 2021) and previously served as CFO of Discovery Communications and CFO/Treasurer of American Tower . The Board has determined he is independent under NYSE rules and designated him an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ValueAct Capital | Partner & Chief Operating Officer | 2012–Dec 2021 | Retired Dec 2021 |
| Discovery Communications, Inc. | Senior EVP & Chief Financial Officer | Prior to 2012 | Pre‑ValueAct role |
| American Tower Corporation | Chief Financial Officer & Treasurer | Prior to 2012 | Pre‑ValueAct role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Castle Inc. | Director | Current | Not disclosed in WRBY proxy |
| Sweetgreen, Inc. | Director | Current | Not disclosed in WRBY proxy |
| Redfin Corp. | Director | Current | Not disclosed in WRBY proxy |
| Posse Foundation (National Board) | Director | Current | Non‑profit service |
Board Governance
- Board class and term: Class I director; term expires at the 2028 annual meeting if re‑elected .
- Independence: Board determined Singer is independent under NYSE listing standards .
- Committees: Audit Committee (member); Compensation Committee (member) .
- Expertise: Board designated Singer an “audit committee financial expert”; Board also expressly evaluated his simultaneous service on more than three public company audit committees and determined it does not impair his effectiveness on WRBY’s Audit Committee .
- Attendance and engagement: The Board met 4 times in 2024; Audit Committee met 4 times; Compensation Committee met 5 times; each incumbent director attended at least 75% of aggregate Board and relevant committee meetings in 2024 (Singer joined Aug 1, 2024) .
- Lead Independent Director and executive sessions: Ronald Williams serves as Lead Director; non‑management directors hold regular executive sessions chaired by the Lead Director .
Fixed Compensation
| Component | Policy/Amount | Singer 2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | $63,288 | Prorated for Aug 1 start; elected RSUs in lieu of 100% cash |
| Committee chair retainers | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000 | $0 | Singer was not a chair in 2024 |
| Lead Director retainer | $15,000 | $0 | Lead Director is Ronald Williams |
Performance Compensation
Directors do not have performance‑conditioned pay at WRBY. Equity is delivered as fully‑vested RSUs intended to align interests (not based on performance metrics) .
| Equity Item | Grant Date | Shares/Value | Notes |
|---|---|---|---|
| Annual director RSUs (fully vested) | Aug 2024 | 11,845 RSUs; $187,193 | 2024 grant for Singer given mid‑year start; fully vested |
| RSUs in lieu of cash fees | Aug 2024 | 3,948 RSUs | Singer elected RSUs instead of 100% of cash compensation |
Other Directorships & Interlocks
| Committee/Topic | WRBY Disclosure | Implication |
|---|---|---|
| Compensation Committee interlocks | None of the 2024 Compensation Committee members (including Singer) were officers/employees; no reciprocal interlocks with other issuers’ boards/comp committees by WRBY executives | Reduces risk of pay‑setting conflicts |
| Simultaneous audit committee service | Board affirmatively determined Singer’s service on >3 public company audit committees does not impair effectiveness | Elevates time‑commitment risk but mitigated by Board evaluation |
Expertise & Qualifications
- Finance/operator background: Prior CFO at Discovery and American Tower; Partner/COO at ValueAct .
- Audit committee financial expert (SEC definition) and financially literate per NYSE requirements .
- Current public company board experience at Crown Castle, Sweetgreen, and Redfin; nonprofit governance via Posse Foundation .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % of Total Voting Power | Structure | Pledges/Hedges |
|---|---|---|---|---|---|---|
| Bradley Singer | 140,793 | — | <1% | <1% | 15,793 direct; 125,000 via trust | No pledges disclosed for Singer; WRBY prohibits hedging and pledging (pledging only with Audit Committee pre‑approval for Section 16 insiders) |
| Non‑employee directors’ unvested awards at 12/31/24 | — | — | — | — | None held; no stock options or unvested stock awards | Hedging prohibited; pledging restricted |
Governance Assessment
-
Positives
- Independent director with finance/operator pedigree; designated audit committee financial expert .
- Serves on Audit and Compensation Committees; Compensation Committee composed entirely of independent directors and uses an independent consultant (Semler Brossy) that the committee deemed conflict‑free .
- Attendance thresholds met for incumbent directors; committees active (Audit 4x; Compensation 5x in 2024) .
- Equity alignment: elected RSUs in lieu of cash; annual RSUs fully vested and standard across directors .
- Shareholder support signal: Say‑on‑Pay approval exceeded 99% at 2024 meeting, indicating broad investor confidence in compensation governance .
-
Potential red flags/monitoring points
- Simultaneous service on more than three public company audit committees raises time‑commitment risk; WRBY’s Board explicitly assessed and found no impairment, but investors may monitor workloads across boards .
- Singer was initially recommended by company management (rather than an external search), a factor to note for board refresh processes and independence perceptions .
- No related‑party transactions disclosed involving Singer; major related‑party areas largely involve the Warby Parker Impact Foundation and certain co‑founders (not Singer) .
-
Policy safeguards
- Robust insider trading, hedging, and pledging restrictions; clawback policy adopted in 2023 per NYSE Rule 10D‑1 .
Director Compensation (2024 Snapshot)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Bradley Singer | 63,288 | 187,193 | — | 250,481 |
Notes: Singer joined the Board Aug 1, 2024; he elected to receive RSUs in lieu of 100% of cash fees (3,948 RSUs), and received an annual fully‑vested RSU grant (11,845 RSUs) in August 2024 .
Committee Assignments and Meeting Activity
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Teresa Briggs | 4 |
| Compensation | Member | Joel Cutler | 5 |
| Nominating & Corporate Governance | — | Ronald Williams | 3 |
| Board of Directors | Director (Class I) | Co‑Chairs: Blumenthal & Gilboa; Lead Director: Williams | 4 |
Related Party & Conflicts Review
- No WRBY‑disclosed related‑party transactions involving Singer in 2024; broader related‑party disclosures include stock issuances to the Warby Parker Impact Foundation and investor rights agreements among founders and certain investors (not specific to Singer) .
- Hedging prohibited and pledging restricted under WRBY policy; no pledges reported for Singer (pledges noted for co‑founders Blumenthal and Gilboa) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay: Over 99% approval of WRBY’s executive compensation program; annual Say‑on‑Pay cadence maintained .
Equity Incentive Policy for Directors
- Annual fully‑vested RSUs sized at $225,000 based on 30‑day average price; prorated for new directors; optional conversion of cash retainers into RSUs; change‑in‑control acceleration for director equity .
Summary Signal for Investors
Singer brings deep financial and operational expertise and is active on key governance committees at WRBY, with independence and audit financial expert designation. Workload across multiple audit committees warrants monitoring, but WRBY’s Board has explicitly evaluated and cleared his simultaneous service; no Singer‑specific related‑party or pledging issues were disclosed, and his choice to take RSUs over cash supports alignment with shareholders .