Joel Cutler
About Joel Cutler
Joel Cutler (age 67) has served as an independent director of Warby Parker since 2012. He is Co‑Founder and Managing Director at General Catalyst (since January 2000), with a background in venture investing and company building. He holds a B.A. from Colby College and a J.D. from Boston College Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Catalyst | Co‑Founder & Managing Director | Jan 2000 – Present | Co‑founded leading VC firm; extensive board experience |
| Warby Parker Inc. | Director (Class I) | 2012 – Present | Chair, Compensation Committee (2024–present) |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Zego Inc. | Private company | Director | Board service disclosed as “several private companies” |
| Multiverse Group Ltd | Private company | Director | |
| SESAME, Inc. | Private company | Director | |
| Empathy.com | Private company | Director | |
| Warby Parker Impact Foundation | Nonprofit | Director | Also serves with WRBY Co‑Founders; WRBY issued 178,572 Class A shares to the foundation in May 2024 and authorized up to 535,716 additional shares over time |
| Boston Children’s Hospital Trust | Nonprofit | Director | |
| Beth Israel Deaconess Medical Center | Nonprofit | Director |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Cutler is independent under NYSE rules |
| Committee assignments | Compensation Committee (Chair); not listed on Audit or Nominating |
| Committee expertise | Chairs Compensation; committee is fully independent; used Semler Brossy as independent advisor in 2024; no interlocks disclosed |
| Meetings/attendance | Board met 4 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings |
| Board leadership | Lead Independent Director in place (Ronald Williams) with executive sessions of non‑management directors |
Fixed Compensation
| Year | Annual Director Retainer (Cash) | Committee Chair Fee (Comp) | Equity Grant (FV) | Total |
|---|---|---|---|---|
| 2024 Policy (reference) | $75,000 | $15,000 (Comp Chair) | $225,000 fully vested RSUs (annual grant) | — |
| 2024 Actual – Joel Cutler | $0 | $0 | $0 | $0 (Cutler does not receive Board compensation per arrangement with General Catalyst) |
Other directors’ 2024 compensation is disclosed; Cutler receives none for Board service .
Performance Compensation
- Not applicable for directors: Warby Parker grants fully vested RSUs to non‑employee directors; no director performance metrics are used. Cutler received no equity in 2024 .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| General Catalyst (affiliation) | Private (investment firm) | Co‑Founder & MD | Investors’ Rights Agreement includes entities affiliated with General Catalyst (a former >5% stockholder) and identifies General Catalyst as affiliate of director Joel Cutler |
| Warby Parker Impact Foundation | Nonprofit | Director | WRBY issued 178,572 Class A shares to the foundation in 2024; Board authorized up to 535,716 additional shares; Cutler serves on the foundation’s board (related‑party disclosure) |
Expertise & Qualifications
- Venture investing and company building; extensive private and public company board experience cited by WRBY as qualification .
- Legal training (J.D.), relevant for governance and compensation oversight .
- Chairs Compensation Committee; committee independence affirmed; uses independent advisor; no compensation committee interlocks .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Class A | % Total Voting Power | Notes |
|---|---|---|---|---|---|
| Joel Cutler | 245,072 | — | <1% | <1% | Held by various family trusts for which he and spouse are trustees; no options or unvested awards disclosed for non‑employee directors |
| Hedging/Pledging | — | — | — | — | Company policy prohibits hedging and pledging (pledging allowed only with Audit Committee pre‑approval for Section 16 officers/directors). No pledging by Cutler disclosed . |
Governance Assessment
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Strengths
- Independence and leadership: Board deems Cutler independent; serves as Compensation Committee Chair with fully independent membership and independent consultant (Semler Brossy) .
- Shareholder alignment signals: 2024 Say‑on‑Pay support exceeded 99%, a positive indicator for compensation oversight under his committee leadership .
- Attendance and process: Board/committees met regularly (Board 4x; Comp 5x), and all incumbents met ≥75% attendance threshold; non‑management executive sessions and Lead Independent Director structure in place .
-
Potential conflict considerations
- Related‑party exposure: Cutler sits on the Warby Parker Impact Foundation board. WRBY issued 178,572 Class A shares to the foundation in 2024 and authorized up to 535,716 additional shares—appropriately disclosed as a related‑party transaction given overlapping directorships .
- Investor affiliation: He is affiliated with General Catalyst, referenced in the Investors’ Rights Agreement as an affiliate and former >5% holder—creates a historical investor linkage, though the Board affirmatively determined his independence under NYSE standards .
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Compensation alignment
- Director pay posture: Cutler receives no director cash or equity compensation per his arrangement with General Catalyst; while unusual, this eliminates direct pay conflicts and dilutive equity to him, but it also means his alignment is primarily via personal/family‑trust shareholdings rather than ongoing Board equity grants .
-
Risk indicators
- No director‑specific legal/investigative issues disclosed. Company prohibits hedging/pledging (with limited pledge exceptions subject to approval); no Cutler pledging disclosed .
- Compensation Committee interlocks: none disclosed, reducing risk of reciprocal pay arrangements .
Overall, disclosed structures and practices (independent chairing of Compensation, strong Say‑on‑Pay support, independent advisor use, and attendance) support board effectiveness. Monitoring is warranted for related‑party optics around the Impact Foundation share issuances, and for any continuing implications of the Investors’ Rights Agreement affiliations; both are transparently disclosed .