Dave Gilboa
Co-Chief Executive Officer; Interim Principal Financial Officer and Principal Accounting Officer at Warby Parker
CEO
Executive
Board
About Dave Gilboa
Co-Founder, Co-CEO, and Co-Chair of the Board of Warby Parker since 2010; director since 2009; age 44; BS in Bioengineering from UC Berkeley and MBA from Wharton; Henry Crown Fellow at the Aspen Institute . Under Gilboa’s leadership, 2024 net revenue grew 15.2% to $771.3 million, Adjusted EBITDA rose $20.8 million to $73.1 million, and free cash flow was $34.7 million; active customers grew 7.8% to 2.51 million . Pay-versus-performance TSR shows a $100 investment in WRBY at direct listing date would be worth $44 at year-end 2024 versus $94 for the S&P Apparel, Accessories & Luxury Index peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Warby Parker | Co-Founder, Co-CEO; Co-Chair of Board | Co-CEO since 2010; Co-Chair since June 2021 | Co-led growth, omnichannel expansion, profitability improvements |
| Warby Parker | Director | Since May 2009 | Board leadership as Co-Chair; continuity of founder-led strategy |
| Good Friends, LLC (VC) | General Partner | Since Sept 2019 | Venture investing; network leverage for consumer/retail innovation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Warby Parker Impact Foundation (nonprofit) | Director | Current | Oversees mission-related initiatives and impact governance |
| Aspen Institute | Henry Crown Fellow; Aspen Global Leadership Network | 2016 cohort | Leadership development and network affiliation |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $525,000 | $555,000 (5.7% increase YoY) |
| Target Bonus % of Salary | 37.5% ($187,500 paid) | 70% ($368,944 paid) | 90% ($499,500 target) |
| Actual Bonus Paid (% of Target) | Not disclosed | Not disclosed | 112.5% of target; $561,938, paid as fully vested RSUs in March 2025 |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 (401(k) match) |
Notes:
- 2024 Summary Compensation includes stock awards (see Performance Compensation); director service is not additionally compensated for co-CEOs .
Performance Compensation
| Component | Details |
|---|---|
| Annual Bonus Program (FY 2024) | Metrics: Net Revenue and Adjusted EBITDA; program earned 112.5% of target; payout in fully vested RSUs in March 2025 |
| RSUs issued for FY 2024 bonus | 23,250 RSUs (granted March 2025) included in 2024 Stock Awards line |
| FY 2023 bonus conversion | 202 fully vested RSUs granted March 2024 for the excess of RSU grant-date fair value over foregone cash bonus |
| Founders’ Grants (June 15, 2021) | 2,198,844 PSUs and 942,362 RSUs under 2019 Founder Stock Plan; RSUs vest monthly over 5 years starting July 1, 2021; PSUs vest in 8 tranches on achieving 90-day VWAP price hurdles: $47.75, $55.71, $63.67, $71.63, $79.59, $87.55, $95.50, $103.46; settlement for RSUs/PSUs occurs on specified quarterly dates two years post vest; unvested awards forfeited after 10 years |
Program metrics (FY 2024):
| Metric | Weighting | Target | Actual | Payout (% of target) | Vesting Form |
|---|---|---|---|---|---|
| Net Revenue | Not disclosed | Not disclosed | $771.3m | 112.5% combined program payout | Fully vested RSUs (Mar 2025) |
| Adjusted EBITDA | Not disclosed | Not disclosed | $73.1m | 112.5% combined program payout | Fully vested RSUs (Mar 2025) |
Additional 2024 incentive element:
- Board-approved DAF Grants: 24,243 shares of Class A common stock directed to donor-advised funds for each co-CEO; included in Stock Awards, no personal pecuniary interest .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Security | Amount | Percent | Notes |
|---|---|---|---|
| Class A common shares | 33,905 | * | Direct beneficial ownership |
| Class B common shares | 7,809,083 | 44.2% of Class B | High voting control (10 votes per share) |
| Percentage of total voting power | — | 27.8% | Reflects multi-class voting as of 4/14/2025 |
| RSUs vesting within 60 days of 4/14/2025 | 9,816 (Class A); 44,640 (Class B) | — | Near-term issuances |
| Options exercisable within 60 days of 4/14/2025 | 710,759 (Class B) | — | Exercise price $3.83; expiration 2/21/2027 |
| Shares pledged as collateral | 3,177,224 (Class B) | — | Line of credit with JPMorgan; issuer agreements in place |
Outstanding equity awards at 12/31/2024:
| Award Type | Count | Market/Payout Value ($) | Vesting Terms |
|---|---|---|---|
| Unvested RSUs | 298,416 | $7,224,651 (at $24.21/share) | 60 monthly installments; settlement two years post-vest |
| Unearned PSUs | 2,198,844 | $53,234,013 (at $24.21-based valuation) | Vest upon stock price hurdles; 8 tranches |
| Exercisable options | 710,759 | N/A | Exercise price $3.83; expire 2/21/2027 |
Insider selling pressure and issuance cadence:
- Deferred settlement mechanics result in quarterly releases of previously vested RSUs; 2024 distributions included 47,662 shares on Mar 6, 44,703 shares on Jun 7, Sep 6, and Dec 3 for prior-year vesting tranches; 2024 deferred balance for each co-CEO ended at $8,680,834 .
- Ongoing monthly vesting of founders’ RSUs through June 2026 and two-year settlement deferrals imply continued share issuance cadence even absent new grants .
Policies:
- Hedging prohibited; pledging permitted only with Audit Committee pre-approval; Insider Trading Compliance Policy governs transactions .
- Clawback policy adopted in 2023 per NYSE Rule 10D-1; overseen by Compensation Committee .
Employment Terms
| Term | Provision |
|---|---|
| Employment | Co-CEO since 2010; director since 2009; Co-Chair since June 2021 |
| Severance | No traditional severance; for founders’ grants, upon termination without cause/for good reason/death/disability: unvested RSUs accelerate; unvested PSUs remain eligible to vest up to 18 months post-termination or until end of 10-year term |
| Change-of-control | PSUs measured against transaction price; tranches meeting hurdles and 25% of remaining PSUs vest; if terminated without cause/for good reason within 18 months post-CoC, all unvested RSUs accelerate |
| Potential payments (hypothetical at 12/31/2024, $24.21/share) | Termination without cause/for good reason/death/disability: $7,224,651; CoC without termination: $13,308,503; Termination in connection with CoC: $20,533,155 |
| Clawbacks | Mandatory recovery for erroneously awarded compensation upon restatement; overseen by Compensation Committee |
| Equity award timing | Grants at scheduled committee meetings; no option grants since 2021; anti-timing policy around MNPI |
Board Governance
- Board leadership: Founder Co-CEOs also serve as Co-Chairs; Lead Independent Director (Ronald Williams) appointed Aug 2024 to preside over executive sessions and liaise with management .
- Committee memberships: Independent chairs lead Audit (Teresa Briggs), Compensation (Joel Cutler), and Nominating & Corporate Governance (Ronald Williams); Gilboa is not a member of committees due to executive status .
- Independence: Seven directors are NYSE-independent; co-CEOs (Blumenthal, Gilboa) are not independent .
- Attendance: Four board meetings in 2024; all directors attended ≥75% of board and committee meetings; seven of nine attended 2024 annual meeting .
- Director compensation: Non-employee directors receive cash retainers and annual fully vested RSUs; co-CEOs receive no additional director pay .
Director Compensation
| Element | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $75,000 |
| Lead Director additional cash retainer | $15,000 |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating $10,000 |
| Annual equity for non-employee directors | Fully vested RSUs equal to $225,000 / 30-day average price; option to take cash retainers as RSUs and defer issuance |
| Co-CEOs board pay | None (no additional compensation for board service) |
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Advisory approval of NEO compensation (2025 AGM) | 237,181,971 | 3,641,847 | 194,867 | 16,413,305 | Approved |
Compensation Structure Analysis
- Mix and risk: Majority of co-CEO pay is equity and at-risk, notably large founders’ PSUs with high stock price hurdles; annual bonuses tied exclusively to company performance and delivered in stock, increasing alignment and reducing cash leakage .
- Equity emphasis shift: No new annual equity awards to co-CEOs in 2024; Compensation Committee plans to resume annual awards in 2025 with an equal mix of PSUs and RSUs vesting over three years, signaling a return to regular cadence post-founders’ plan .
- Governance safeguards: No hedging, no tax gross-ups, independent Compensation Committee with Semler Brossy as advisor; clawback policy adopted .
- Red flags: Significant pledging of Class B shares (3.18 million for Gilboa) introduces potential forced-selling risk under adverse conditions; dual role as Co-CEO and Co-Chair raises independence concerns, partially mitigated by Lead Director structure .
Risk Indicators & Related Party Transactions
- Pledging: Company entered issuer agreements with JPMorgan related to pledged shares by co-founders, documenting enforcement acknowledgements; pledging permitted only with Audit Committee approval under policy .
- Policies: No hedging; clawback in place; option grants ceased since 2021; equity grant timing controls .
- Attendance and governance: Strong board attendance; independent committee chairs; executive sessions led by Lead Director .
Equity Release & Deferred Compensation
| Item | Value ($) | Notes |
|---|---|---|
| Registrant contributions in 2024 | $2,799,633 | Value realized on vesting; deferred issuance |
| Aggregate earnings in 2024 | $3,731,536 | Change in value of vested RSUs over measurement period |
| Aggregate withdrawals/distributions in 2024 | $(2,927,152) | Quarterly RSU settlements (47,662 on Mar 6; 44,703 on Jun 7/Sep 6/Dec 3) |
| Aggregate balance at FY-end | $8,680,834 | Deferred RSU settlement balance |
Investment Implications
- Alignment: Heavy reliance on equity, PSUs with demanding stock price hurdles, and stock-settled bonuses tie compensation to multi-year value creation; two-year settlement deferrals smooth issuance and may moderate immediate selling pressure .
- Retention: Founders’ RSUs vest monthly through June 2026; PSUs extend out to 10 years, anchoring tenure; lack of traditional severance reduces moral hazard; change-of-control terms accelerate only under specified triggers .
- Governance risk: Co-CEO + Co-Chair dual role increases independence concerns; Lead Director structure and independent committees mitigate; high pledging is a notable red flag for potential forced sales during market stress .
- Shareholder support: Strong say-on-pay approval in 2025 indicates broad investor acceptance of pay design tied to revenue, EBITDA, and stock performance .