Teresa Briggs

About Teresa Briggs

Teresa Briggs (age 64) has served as an independent director of Warby Parker (WRBY) since June 2019 and is Chair of the Audit Committee; she is designated an “audit committee financial expert” under SEC regulations. She spent 37 years at Deloitte LLP, most recently as Vice Chair and San Francisco Managing Partner (June 2011–January 2019), and was a Distinguished Careers Fellow at Stanford University in 2019. She holds a B.S. in Accounting from the University of Arizona and is a CPA; her WRBY board term is in Class III, expiring at the 2027 Annual Meeting.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; not on Compensation Committee. The board affirms independence of all Audit Committee members (NYSE and Rule 10A-3) and designates Briggs as an audit committee financial expert.
• Audit committee scope: oversees financial reporting, internal controls, independent auditor, related person transactions, ESG disclosures, cybersecurity/IT risks, risk management, internal audit, and whistleblower procedures.
• Meeting cadence and attendance: Audit Committee met 4 times in 2024; Nominating & Corporate Governance met 3 times. Each incumbent director attended at least 75% of board and applicable committee meetings in 2024; 7 of 9 directors attended the 2024 Annual Meeting. Executive sessions of non‑management directors occur regularly, led by the Lead Director.
• Board structure: WRBY board is classified; Briggs is a Class III director with term expiring at the 2027 Annual Meeting.

Fixed Compensation

• Policy: Non‑employee directors receive an annual cash retainer of $75,000; Audit Chair receives an additional $20,000; Lead Director +$15,000; Comp Chair +$15,000; Nominating Chair +$10,000. Directors may convert retainers to RSUs and may defer issuance; unvested director equity accelerates on change‑in‑control.
• One‑time 2021 items: Briggs received a $250,000 one‑time cash fee recognizing efforts supporting WRBY’s public trading; option awards in 2021 reflect stock purchase rights granted pre‑listing.

Notes:

• “All Other Compensation” reflects participation in the Board Donation Matching Program (up to $2,500 per director per year).

Performance Compensation

• Equity structure: Annual fully‑vested RSUs granted post‑annual meeting, sized at $225,000 divided by the average closing price over the prior 30 trading days; directors may convert cash retainers to RSUs and elect deferral compliant with Section 409A; director equity awards accelerate upon change‑in‑control. WRBY does not disclose performance‑conditioned equity for directors; grants are time‑based and fully vested.
• RSU grants to Briggs by year (counts and grant timing):

• RSU and options outstanding status: Briggs held 15,033 unvested RSUs at 12/31/2021; 6,443 unvested RSUs at 12/31/2022; none of the non‑employee directors held stock options or unvested stock awards at 12/31/2023 or 12/31/2024.

Other Directorships & Interlocks

• Overboarding review: WRBY’s board affirmatively determined that Briggs’ simultaneous service on audit committees of more than three public companies does not impair her ability to effectively serve on WRBY’s Audit Committee.

Expertise & Qualifications

• CPA with deep accounting and audit leadership; designated “audit committee financial expert.”
• Senior operating experience (Deloitte Vice Chair; regional managing partner) and public company board service in enterprise software.
• Education: B.S., Accounting (University of Arizona); Stanford Distinguished Careers Fellow.

Equity Ownership

• Beneficial ownership (as of April 14, 2025): 54,828 Class A shares; comprised of 38,859 directly and 15,969 held by a trust with shared voting/dispositive power; less than 1% of Class A outstanding; no Class B shares.
• Outstanding shares at 4/14/2025: 104,502,616 Class A; 16,903,698 Class B.
• Pledging: No pledging disclosed for Briggs; pledging is disclosed for certain executives (e.g., Blumenthal, Gilboa), not for Briggs.

Governance Assessment

• Strengths: Independent director; Audit Committee Chair and SEC‑designated financial expert; robust committee oversight scope (financial reporting, internal audit, ESG disclosures, cybersecurity, related party review); adequate attendance; active executive sessions governance. These factors support board effectiveness and investor confidence.
• Alignment and incentives: Director pay mix balances cash retainer with fully‑vested RSUs sized at a fixed dollar value; ability to elect RSUs in lieu of cash and to defer enhances alignment and tax‑efficient holding; no performance‑conditioned awards for directors, consistent with governance norms.
• Risks and red flags to monitor: Simultaneous service on multiple audit committees (>3) can present capacity risk; WRBY’s board expressly determined no impairment for Briggs, but investors may continue to monitor workload and attendance. No pledging or related‑party transactions disclosed for Briggs.
• Overall: Briggs’ deep audit expertise, independence, and committee leadership—paired with consistent attendance—suggest strong governance quality, with overboarding monitored but mitigated by board review.