DEF: Etsy Aims to Reignite Growth with Leadership Changes, Governance Updates

• Etsy's 2025 proxy statement outlines key proposals for the annual meeting, including the election of directors, an advisory vote on executive compensation, ratification of the independent auditor, and a vote to remove supermajority voting provisions.
• The company acknowledges disappointing top-line performance in 2024 but expresses confidence in its leadership team and long-term growth strategy.
• Etsy's consolidated GMS was $12.6 billion in 2024, down approximately 4%, while revenue increased by 2.2% to $2.8 billion.
• Net income decreased 1.4% to $303.3 million, and Adjusted EBITDA increased 3.6% to $782 million.
• The company is focused on improving the Etsy marketplace experience, driving buyer engagement, and returning to GMS growth.
• Etsy is divesting Reverb to focus on the core Etsy marketplace and Depop.
• Executive compensation plans have been adjusted based on stockholder feedback, including changes to annual cash incentives and long-term equity incentives.
• The board is recommending the removal of supermajority voting provisions in the certificate of incorporation.
• Etsy is committed to sustainable growth and aligning its mission with its business strategy.
• The company deployed $20.5 million of its $30 million Impact Investment fund since 2022 and made over $5.6 million in philanthropic donations across its marketplaces.
• Etsy sourced 100% renewable energy for quantified office and remote working electricity usage and reduced Scope 1 and 2 greenhouse gas emissions by 33% since 2020.

Score: 6

Explanation: The document presents a mixed sentiment. While acknowledging disappointing financial results, it expresses confidence in future growth and highlights positive changes in leadership and governance. The focus on sustainability and stakeholder value also contributes to a moderately positive outlook.

• Etsy's efficient operating model delivered very healthy financial performance.
• The company has authorized a new $1 billion share repurchase program.
• Depop experienced strong growth momentum in 2024.
• Etsy is making several important changes to its executive compensation plans based on stockholder feedback.
• The company is committed to sustainable growth and has made significant progress on its Impact strategy.
• Etsy's culture and engagement initiatives are designed to attract and retain top talent.
• The company's biennial pay equity analysis found no unexplained pay gaps adverse to women or employees from other marginalized genders, or non-white employees.

• Etsy's top-line performance in 2024 was disappointing.
• Consolidated GMS was down approximately 4% in 2024.
• Net income decreased 1.4% to $303.3 million in 2024.
• Etsy has found it challenging to match e-commerce growth rates as inflation and other factors have led consumers to spend less on discretionary products.
• Given the late 2023 restructurings at Etsy and Reverb, there was a decline in overall engagement scores at both businesses as compared to the prior year.

• Macroeconomic, geopolitical, and technological changes could impact Etsy's business.
• Inflation and other factors could lead consumers to spend less on discretionary products.
• Failure to improve buyer engagement and drive more sales could hinder GMS growth.
• Cybersecurity threats and data privacy breaches could harm Etsy's business and reputation.
• Regulatory and compliance risks could impact Etsy's operations.
• Failure to effectively manage marketplace risks, such as content moderation and intellectual property infringement, could harm Etsy's business.

Etsy aims to reignite growth and deliver value to its global community and stockholders by improving the marketplace experience, driving buyer engagement, and leveraging technology.

• The Etsy Board of Directors has confidence in our leadership team, who are working with focus and urgency to reignite growth in Etsy marketplace gross merchandise sales and deliver value to our global community of sellers and buyers, our employees and our stockholders.
• We are working with urgency to create customer experiences that we believe will result in deeper levels of buyer engagement and purchase frequency, with a goal to reignite our growth and deliver value to our global community and stockholders.

Etsy operates in the e-commerce sector, facing competition from larger players like Amazon and eBay, as well as specialized marketplaces. The company differentiates itself through its focus on unique, creative goods and its mission to 'Keep Commerce Human'.

• Etsy's GMS growth has lagged behind some e-commerce peers, reflecting the challenges in the discretionary spending category.
• Compared to companies like eBay and Amazon, Etsy focuses on a niche market of handmade and vintage goods.
• Etsy's Adjusted EBITDA margin of 27.8% is competitive with other marketplace businesses.
• The company's commitment to sustainability and social impact aligns with growing investor interest in ESG factors, similar to companies like Patagonia and Unilever.

• The leadership changes and strategic initiatives are intended to benefit shareholders by reigniting growth and increasing profitability.
• The focus on improving the marketplace experience is intended to benefit buyers and sellers by providing a more engaging and reliable platform.
• The commitment to sustainability and social impact is intended to benefit employees, communities, and the environment.
• The adjustments to executive compensation plans are intended to align the interests of executives with those of shareholders.

• Stockholders will vote on the proposals outlined in the proxy statement at the Annual Meeting on June 17, 2025.
• Etsy will continue to focus on improving the marketplace experience, driving buyer engagement, and returning to GMS growth.
• The company will continue to implement changes to its executive compensation plans based on stockholder feedback.
• Etsy will continue to evolve its Impact strategy and report on its progress.

• Jonathan Briggs, the son of Gary Briggs, a member of our Board, is employed by Etsy as a software engineer.

• 2007: Fred Wilson joined the Board of Directors.
• 2012: PricewaterhouseCoopers LLP has audited Etsy's consolidated financial statements since 2012.
• 2014: M. Michele Burns joined the Board of Directors.
• 2015: Melissa Reiff joined the Board of Directors.
• 2016: Josh Silverman joined the Board of Directors.
• 2017: Josh Silverman became Chief Executive Officer.
• 2018: Gary S. Briggs joined the Board of Directors.
• 2019: Etsy acquired Reverb Holdings, Inc.
• 2021: Etsy acquired Depop Limited.
• 2021: Andrew Ballard and Marla Blow joined the Board of Directors.
• 2022: Etsy adopted Stock Ownership Guidelines.
• April 12, 2022: Stock Ownership Guidelines were adopted.
• February 2023: Colin Stretch became Chief Legal Officer and Corporate Secretary.
• March 2023: Qualifying Retirement provisions added to RSU and PSU awards.
• January 2024: Toni Thompson became Chief Human Resources Officer.
• February 15, 2025: Jonathan Klein informed Etsy of his decision not to stand for re-election.
• March 10, 2025: David Rosenblatt was appointed to the Board and Compensation Committee.
• April 1, 2025: Record date for the 2025 Annual Meeting of Stockholders.
• April 21, 2025: Etsy signed an agreement to divest Reverb.
• April 22, 2025: Etsy announced it had entered into an agreement to sell Reverb.
• April 28, 2025: Notice of Internet Availability mailed to stockholders.
• May 5, 2025: Rafe Colburn will become Chief Technology Officer.
• June 17, 2025: Date of the 2025 Annual Meeting of Stockholders.
• December 29, 2025: Deadline for stockholders to submit proposals for inclusion in the 2026 proxy materials.
• February 17, 2026: Earliest date for stockholders to submit proposals for the 2026 Annual Meeting.
• March 19, 2026: Latest date for stockholders to submit proposals for the 2026 Annual Meeting.
• April 20, 2026: Deadline for stockholders to provide notice of intent to solicit proxies in support of director nominees for the 2026 Annual Meeting.