Neil Blumenthal
About Neil Blumenthal
Neil Blumenthal, age 44, is Co-Founder, Co-CEO (since 2010), Director (since May 2009), and Co-Chair of the Board (since June 2021) at Warby Parker (WRBY). He holds a BA from Tufts University and an MBA from The Wharton School. In 2024 under his leadership, Warby Parker delivered net revenue of $771.3 million (+15.2% YoY), Adjusted EBITDA of $73.1 million (+$20.8m YoY) with 9.5% margin, and generated $98.7 million in operating cash flow and $34.7 million in free cash flow, while expanding to 276 stores . Since the September 2021 direct listing, cumulative TSR measured as a $100 initial investment stood at $44 by year-end 2024 vs $94 for the peer index, underscoring the long-term equity sensitivity of his pay-for-performance program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Warby Parker Inc. | Co-Chief Executive Officer | 2010–Present | Co-led omnichannel growth and margin improvement initiatives |
| Warby Parker Inc. | Director | 2009–Present | Board oversight since early formation |
| Warby Parker Inc. | Co-Chair of the Board | 2021–Present | Combined Co-CEO + Co-Chair leadership; Board appointed Lead Director to strengthen independence |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Allbirds, Inc. | Director | Current | Public company director |
| Sweetgreen, Inc. | Director | Current | Public company director |
| Warby Parker Impact Foundation | Director | Current | Nonprofit; three WRBY directors serve; Company donated shares in 2024 |
| Partnership Fund for New York City | Director | Current | Nonprofit board service |
| Robin Hood | Director | Current | Nonprofit board service |
| Tech:NYC | Director | Current | Nonprofit board service |
| Good Friends, LLC | General Partner | Since Sep 2019 | Venture capital GP role |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 525,000 | 555,000 (5.7% increase YoY) |
| Target Bonus (% of Salary) | — | — | 90% |
| Non-Equity Incentive/Bonus Paid ($) | 187,500 | 368,944 | 561,938 (paid as fully vested RSUs in Mar-2025) |
Notes:
- Annual bonuses for 2024 were delivered in fully vested RSUs to align with shareholder interests; the number of RSUs is based on grant-date price .
Performance Compensation
Annual Bonus Structure (FY 2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout as % of Target |
|---|---|---|---|---|---|---|
| Net Revenue ($) | 70% | 736,700,000 | 758,000,000 | 803,800,000 | 771,315,000 | 112.5% |
| Adjusted EBITDA ($) | 30% | 67,000,000 | 70,000,000 | 80,000,000 | 73,111,000 | 112.5% |
| Aggregate Payout | — | — | — | — | — | 112.5% (no stakeholder modifier adjustment) |
Bonus Settlement (FY 2024, granted Mar-2025)
| Named Executive | Target Bonus % | Target Bonus ($) | Earned Bonus % | Earned Bonus ($) | RSUs Granted (Number) |
|---|---|---|---|---|---|
| Neil Blumenthal | 90% | 499,500 | 112.5% | 561,938 | 23,250 |
Long-term Equity and Founders’ PSUs (Multi-year)
- Founders’ Grants (granted 6/15/2021): 2,198,844 PSUs and 942,362 time-based RSUs, with PSUs split into eight tranches requiring 90-day VWAP stock price hurdles from $47.75 to $103.46 over a 10-year term; RSUs vest monthly over 60 months with settlement two years post-vesting except shares withheld/sold for taxes .
- PSU Tranches and Hurdles: | Tranche | PSUs | Stock Price Hurdle | |---:|---:|---:| | 1 | 274,856 | $47.75 | | 2 | 274,855 | $55.71 | | 3 | 274,856 | $63.67 | | 4 | 274,855 | $71.63 | | 5 | 274,856 | $79.59 | | 6 | 274,855 | $87.55 | | 7 | 274,856 | $95.50 | | 8 | 274,855 | $103.46 |
Other performance-aligned structures:
- Bonus stakeholder modifier tied to customer NPS, employee engagement, and “do-good” glasses distributed can adjust payouts by up to ±20%; no adjustment applied in 2024 .
- Clawback policy (2023) applies to current/former executive officers for restatements per NYSE Rule 10D-1 .
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 14, 2025)
| Class | Shares Beneficially Owned | Percent of Class | Percent of Total Voting Power |
|---|---|---|---|
| Class A | 433,777 | — | — |
| Class B | 6,826,882 | 38.7% | 24.4% of total voting power |
Breakdown and alignment factors:
- Includes direct holdings, family trusts, RSUs vesting within 60 days (44,640 Class B; 9,816 Class A), and options exercisable within 60 days (710,759 Class B) .
- Shares pledged: 3,039,763 Class B pledged under a line of credit with JPMorgan Chase Bank, N.A. (Audit Committee pre-approval policy permits pledging for Section 16 insiders) .
- Hedging prohibited; pledging requires Audit Committee pre-approval .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Count | Notes |
|---|---|---|
| Options (Class B) | 710,759 exercisable; additional unexercisable per schedule | Exercise price $3.83; expiring 2/21/2027 |
| RSUs (Class B) | 298,416 unvested | Vests monthly; settlement two years post-vesting |
| PSUs (Class B) | 2,198,844 unearned | Vest upon stock price hurdles (see table above) |
2024 Stock Vesting and Deferred Settlement
| Item | Shares | Value Realized ($) |
|---|---|---|
| Shares acquired on vesting (2024) | 236,115 | 3,582,093 |
| Deferred RSUs (2024 portion of founders’ awards; two-year settlement deferral) | 178,560 | See non-qualified deferred compensation table |
Non-Qualified Deferred Compensation (2024)
| Metric | Amount ($) |
|---|---|
| Registrant Contributions in Last FY | 2,799,633 |
| Aggregate Earnings in Last FY | 3,731,536 |
| Aggregate Withdrawals/Distributions | (2,927,152) |
| Aggregate Balance at FYE | 8,680,834 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None (no offer letter or contract for Blumenthal) |
| Severance (non-CoC) | Founders’ RSUs accelerate in full upon termination without cause/for good reason/death/disability; PSUs remain eligible to vest for up to 18 months post-termination |
| Change-in-Control (single-trigger) | Upon CoC, measure PSUs at transaction price; tranches met and 25% of remaining PSUs vest and settle |
| Change-in-Control (double-trigger) | If terminated without cause or resigns for good reason within 18 months post-CoC, all unvested RSUs accelerate |
| Estimated Value of Accelerations (12/31/2024 prices) | Termination w/o cause/good reason or death/disability: $7,224,651; CoC (no termination): $13,308,503; CoC + qualifying termination: $20,533,155 |
Other governance and compensation policy features:
- No pensions, SERP, or tax gross-ups; limited perquisites; independent compensation advisor (Semler Brossy) .
- Say-on-pay support: Over 99% approval at 2024 annual meeting .
Board Service and Governance
- Role: Co-Chair of the Board and Co-CEO; not independent under NYSE standards (independent directors listed exclude Co-CEOs) .
- Board structure: Combined Co-CEO + Co-Chair roles with Lead Independent Director (Ronald Williams) appointed in August 2024 to strengthen independent oversight, including presiding over executive sessions and agenda approval .
- Committee memberships: Blumenthal is not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees; committee chairs and independent composition in place .
- Attendance: Board met four times in 2024; each incumbent director attended at least 75% of meetings; 7 of 9 directors attended the 2024 Annual Meeting .
- Director compensation: Co-CEOs do not receive additional board compensation .
Compensation Peer Group and Shareholder Feedback
- 2024 peer group included Allbirds, FIGS, GoodRx, National Vision, Progyny, Revolve, YETI, among others; 2025 changes added Arhaus, Olaplex, Teladoc and removed several lower-valuation names .
- Independent consultant: Semler Brossy; advisor independence confirmed .
- Say-on-Pay cadence: Annual; next vote in 2026 per company schedule .
Related Party Transactions and Red Flags
- Pledging: 3,039,763 Class B shares pledged as collateral; while permitted with Audit Committee pre-approval, pledging introduces potential forced-sale risk during market stress (alignment concern) .
- Investors’ Rights Agreement: Registration rights among founders, directors, and major holders (information flow considerations) .
- Philanthropy: Company authorized share donations to Warby Parker Impact Foundation; Board includes Blumenthal, Gilboa, Cutler as directors of the Foundation .
- Clawback: Broad recovery policy for erroneously awarded compensation following restatements .
Investment Implications
- Alignment: Significant founder equity and long-dated PSU hurdles tightly couple realized pay with sustained stock performance; annual bonuses paid in RSUs further enhance alignment .
- Selling pressure: Ongoing monthly RSU vesting and two-year settlement deferrals create predictable future supply; pledged shares add downside risk via potential margin-driven disposals during volatility .
- Retention and CoC economics: Strong retention due to founders’ multi-year awards; CoC mechanics include single-trigger PSU vesting and RSU acceleration on double-trigger, which could affect deal-related dilution and executive incentives .
- Governance: Combined Co-CEO/Co-Chair structure is partially mitigated by Lead Independent Director and fully independent key committees; say-on-pay support (>99%) indicates current shareholder acceptance of pay design .