w-20250403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12

WAYFAIR INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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WAYFAIR INC.

4 COPLEY PLACE, BOSTON, MA 02116

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 20, 2025

To our Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), of Wayfair Inc., a Delaware corporation, which will be held on Tuesday, May 20, 2025 at 10:30 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/wayfair2025 and entering your 16-digit control number (included on the Notice Regarding the Availability of Proxy Materials mailed to you).

As more fully described in the accompanying proxy statement, the purpose of the Annual Meeting will be:

1.to elect the eight (8) nominees identified in the accompanying proxy statement to serve as directors for a one-year term (Proposal No. 1);

2.to ratify the selection by the audit committee of our board of directors (the “Board”) of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm of Wayfair for its fiscal year ending December 31, 2025 (Proposal No. 2); and

3.to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board has fixed the close of business on March 24, 2025 as the record date (the “Record Date”) for the Annual Meeting. Only stockholders who owned our Class A common stock or Class B common stock at the close of business on the Record Date can vote at the Annual Meeting or any adjournments or postponements that take place.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to Be Held on Tuesday, May 20, 2025. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how stockholders can access our proxy statement for our annual meeting and our annual report over the Internet. The Notice provides instructions on how to vote and how to receive a copy of our proxy materials and annual report by mail or e-mail. The Notice, our proxy statement and our annual report to stockholders can be accessed directly at the following Internet address: www.virtualshareholdermeeting.com/wayfair2025, using the control number located on the Notice or, if you requested to receive a printed copy of the proxy materials, your accompanying proxy card.

Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read our proxy materials and submit your proxy or voting instructions as soon as possible over the Internet, by telephone or mobile device or by phone.


						By Order of the Board of Directors,

Boston, Massachusetts						Enrique Colbert
April 3, 2025						General Counsel and Secretary

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TABLE OF CONTENTS


ANNUAL MEETING OF STOCKHOLDERS
Questions and Answers about the Proxy Materials and Our Annual Meeting			1
PROPOSAL NO. 1—Election of Directors			7
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
Nomination to the Board			8
Director Qualifications			8
Our Board of Directors			8
Code of Business Conduct and Ethics			14
Corporate Governance Guidelines			14
Insider Trading Compliance Policy			14
Anti-Hedging and Anti-Pledging Policies			14
Independence of the Board			14
Leadership Structure of the Board			15
Role of Board in Risk Oversight Process			15
Annual Board Evaluations			16
Board Meetings and Committees			16
Director Compensation			18
Stockholder Communications with the Board			20
Corporate Responsibility			20
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			22
PROPOSAL NO. 2—Ratification of Selection of Independent Registered Public Accounting Firm			23
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			25
EXECUTIVE OFFICERS			26
EXECUTIVE COMPENSATION AND RELATED MATTERS			28
Compensation Discussion & Analysis			28
Compensation Overview			28
Our Named Executive Officers			29
Determination of Compensation			29
Elements of Our Executive Compensation Program			30
Compensation Committee Report			33
Summary Compensation Table			33
Grants of Plan-Based Awards in Fiscal 2024			35
Outstanding Equity Awards at Fiscal Year-End 2024			36
Stock Vested in Fiscal Year 2024			38
Equity Compensation Plan Information			38
Pension and Nonqualified Deferred Compensation Plans			38
Potential Payments upon Termination or Change in Control			39
CEO Pay Ratio			39
Pay versus Performance			40
Compensation Risk			43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			44
DELINQUENT SECTION 16(a) REPORTS			48
ADDITIONAL INFORMATION			49

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Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this proxy statement are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that do not relate strictly to historical or current facts are forward-looking and are usually identified by the use of words such as “may,” “will,” “should,” “would,” “aim,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these terms or other similar expressions. Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement include expectations of future stock price performance as it relates to our compensation programs, our ability to successfully implement and execute our corporate responsibility goals, and whether we are able to achieve the anticipated results of such initiatives and goals.

Forward-looking statements are based on current expectations of future events. We cannot guarantee that any forward-looking statement will be accurate, although we believe that we have been reasonable in our expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or if known or unknown risks or uncertainties materialize, actual results could vary materially from Wayfair’s expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Factors that could cause or contribute to differences in our future results include, without limitation, the following: (i) adverse macroeconomic conditions, including economic instability, changes in tax laws, regulations and new or increased tariffs, including based on the recent U.S. presidential election, export controls, sustained higher interest rates, inflation, slower growth or the potential for recession, disruptions in the global supply chain and other conditions affecting the retail environment for products we sell, and other matters that influence consumer spending and preferences; as well as our ability to plan for and respond to the impact of these conditions; (ii) our ability to manage the impact of our restructurings and workforce reductions, including our exit from the German market; (iii) our ability to acquire and retain customers in a cost-effective manner; (iv) our ability to increase our net revenue per active customer; (v) our ability to build and maintain strong brands; (vi) our ability to expand our business and compete successfully; (vii) disruptions, capacity constraints or inefficiencies in our information systems network, or any potential cybersecurity incident; (viii) geopolitical events, natural disasters, public health emergencies, civil disturbances and terrorist attacks; and (ix) developments in, and the outcome of, legal and regulatory proceedings and investigations to which we are a party or are subject, and the liabilities, obligations and expenses, if any, that we may incur in connection therewith.

A further list and description of risks, uncertainties and other factors that could cause or contribute to differences in our future results include the cautionary statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) and in our other filings with the Securities and Exchange Commission (“SEC”). We qualify all of our forward-looking statements by these cautionary statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and except as required by law, Wayfair does not intend to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Websites and Other Information

Website addresses referenced in this proxy statement, including Wayfair.com, aboutwayfair.com and our other affiliated sites are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement and is not incorporated by reference herein.

Unless the context otherwise requires, references to “Wayfair,” “the company,” “we,” “us,” and “our” refer to Wayfair Inc.

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WAYFAIR INC.

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

to be held on Tuesday, May 20, 2025 at 10:30 a.m. Eastern Time

The information provided in the “question and answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Why am I receiving these materials?

We are providing this proxy statement and form of proxy to you on the Internet or, upon your request, by mail, in connection with the solicitation of proxies by our Board for use at our Annual Meeting to be held virtually on Tuesday, May 20, 2025 at 10:30 a.m. Eastern Time and at any adjournments or postponement of the Annual Meeting.

As a stockholder, you are invited to virtually attend the Annual Meeting. The Board is soliciting your proxy in order to provide you with an opportunity to vote on all matters to be presented at the Annual Meeting, whether or not you attend virtually.

How can I access the proxy materials over the Internet?

We are providing access to our proxy materials over the Internet. Accordingly, on or about April 3, 2025, we first mailed or otherwise made available to our record and beneficial stockholders as of the close of business on March 24, 2025 (the “Record Date”) a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials over the Internet and vote online. If you received a Notice, you will not receive a printed copy of our proxy materials by mail unless you request one.

An electronic copy of the proxy statement and the 2024 Annual Report are available at www.proxyvote.com.

How can I request a paper or email copy of the proxy materials?

If you want to receive a paper or e-mail copy of the proxy materials for the Annual Meeting, you should follow the instructions for requesting these materials that are included in the Notice. There is no charge for requesting a copy.

Please make the request on or before May 6, 2025 to facilitate timely delivery.

How can I attend the Annual Meeting?

We will be hosting the Annual Meeting via live audio webcast on the Internet. You will not be able to attend the meeting in person. Any stockholder can listen to the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/wayfair2025. The webcast will start at 10:30 a.m. Eastern Time on May 20, 2025. Stockholders may vote and submit questions while connected to the Annual Meeting on the Internet. In order to do so, you will need the 16-digit control number included on the Notice mailed to you.

We encourage you to log in to the website and access the webcast approximately 15 minutes before the Annual Meeting start time. If you encounter difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the registration page for the Annual Meeting website.

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Who can vote at the Annual Meeting?

Only holders of record of our Class A common stock and Class B common stock on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on March 24, 2025, we had 102,290,399 shares of Class A common stock and 24,658,295 shares of Class B common stock outstanding and entitled to vote. Holders of our Class A common stock are entitled to one vote for each share held as of the Record Date. Holders of our Class B common stock are entitled to ten votes for each share held as of the Record Date. Holders of our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement.

What am I being asked to vote on?

You are being asked to vote on two (2) proposals:

•Proposal No. 1—the election of eight (8) directors to hold office until our 2026 Annual Meeting of Stockholders; and

•Proposal No. 2—the ratification of the selection by the audit committee of our Board of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How do I vote?

Stockholders of Record (Shares Registered in Your Name)

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods below to ensure your vote is counted. To vote by any of these methods, read this proxy statement, have your Notice, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting.



By internet	By phone	By mail	By scanning
Before the Annual Meeting - go to www.proxyvote.com During the Annual Meeting - go to www.virtualshareholdermeeting.com/wayfair2025	From the United States, U.S. territories and Canada: call 1-800-690-6903. The deadline to vote by phone is 11:59 p.m. Eastern Time on May 19, 2025.	If you received a paper copy of the proxy materials by mail, mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope.	Scan the QR code using your mobile device to vote via the ProxyVote app.

Beneficial Owner (Shares Registered in the Name of Broker, Bank or Other Nominee)

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice or these proxy materials are being forwarded to you by that organization. If you hold your shares in “street name,” you may view our proxy materials at www.proxyvote.com and may vote by completing and signing the voting instruction form that the broker, bank or other nominee will provide to you, or by using telephone or Internet voting arrangements described on the voting instruction form or other materials that the broker, bank or other nominee will provide to you.

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What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts with our transfer agent and/or brokers, banks or other nominees. Please vote all of your shares. We recommend that you consolidate as many accounts as possible under the same name and address. For assistance consolidating accounts where you are the stockholder of record, you may contact our transfer agent, Computershare, at 1.800.522.6645.

Who counts the votes?

Broadridge Investor Communication Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate stockholder votes. If you are a stockholder of record, your executed proxy card is returned directly to Broadridge for tabulation.

Will my shares be voted if I do not provide my proxy?

If you are a registered stockholder and do not provide a proxy, in order to vote your shares, you must do so over the Internet or by telephone or mail prior to the meeting or by virtually attending the Annual Meeting and voting online during the meeting.

If you are a beneficial owner of shares and do not provide the broker, bank or other nominee holding such shares with specific voting instructions, under the rules of the New York Stock Exchange (the “NYSE”), your broker, bank or other nominee may generally vote on “routine” matters, but cannot vote on “non-routine” matters. Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine.” The ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal No. 2) is considered routine under NYSE rules. A broker, bank or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2. The election of directors (Proposal No. 1), is considered non-routine under NYSE rules. A broker, bank or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal No. 1.

If your broker, bank or other nominee does not receive your instructions on how to vote your shares on Proposal No. 1, the broker, bank or other nominee will inform Wayfair it does not have the beneficial owner’s authority to vote on Proposal No. 1. In such an event, the broker, bank or other nominee can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on Proposal No. 1.

Accordingly, if you own shares through a broker, bank or other nominee, please be sure to instruct your nominee how to vote to ensure that your vote is counted on Proposal No. 1.

How many votes are needed to approve each proposal and how are the votes counted?

The company is incorporated in the State of Delaware and our shares are listed on the NYSE. As a result, the Delaware General Corporation Law and the NYSE listing standards govern the voting standards applicable to actions taken by our stockholders.

Please see the below chart for a summary of the required votes, as well as the impacts of abstentions and broker non-votes, for the proposals set forth on the proxy card:

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Proposal

Board voting recommendation

Voting approval standard

Effect of abstention

Effect of Broker non-votes

No. 1

Election of Directors

☑ FOR

Plurality of the votes cast(1)

No effect. Only votes “For” will affect the outcome of this proposal

No effect

No. 2

Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal 2025

☑ FOR

Majority of the votes cast(2)

No effect. Only votes “For” will affect the outcome of this proposal

No effect(3)

(1) Under our bylaws, the eight (8) nominees who receive the most “FOR” votes will be elected to the Board. You may vote “FOR” or “ABSTAIN” on each of the nominees.

(2) Under our bylaws, in order for Proposal No. 2 to be approved, holders of a majority of the votes properly cast at the Annual Meeting must vote “FOR” Proposal No. 2.

(3) Proposal No. 2 is considered a routine item, so brokers will have the discretion to vote uninstructed shares on behalf of beneficial owners. Therefore, broker non-votes are not expected to exist for this proposal, although a broker may otherwise fail to submit a vote. Failures by brokers to vote will not affect the results of the vote on this proposal.

How many votes do I have?

On each matter to be voted upon, you have one (1) vote for each share of Class A common stock you own as of the Record Date and ten (10) votes for each share of Class B common stock you own as of the Record Date.

What if I return a proxy card but do not make specific choices?

If we receive a proxy instruction from you over the Internet, by telephone or mobile device, or by mail that does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the eight (8) nominees for director, and “FOR” the ratification of the appointment of PwC as our independent registered public accounting firm. If any other matter is properly presented at the Annual Meeting, your designated proxy, if any, will vote your shares using their best judgment.

Can I submit a question?

Yes. Stockholders who attend the Annual Meeting and log in as a stockholder using their 16-digit control number (as described above) will have an opportunity to submit questions in writing during the meeting. Stockholder questions or comments are welcome, but we will only answer questions pertinent to matters discussed at the Annual Meeting, subject to time constraints. We will not address questions that do not conform with the Annual Meeting Rules of Conduct. Substantially similar questions may be grouped together. We will limit each stockholder to one (1) question to allow us to answer questions from as many stockholders as possible. The Rules of Conduct may be found by accessing the meeting website at www.virtualshareholdermeeting.com/wayfair2025.

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Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors, officers, and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors, officers, and employees will not be paid any additional compensation for soliciting proxies. Brokers, banks, or other nominees will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

May I change my vote or revoke my proxy after submitting my proxy?

Yes. You may change your vote or revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may change your vote or revoke your proxy before the polls are closed at the Annual Meeting in any one of three ways:

•You may submit another properly completed proxy card or vote over the Internet, by telephone or mobile device, or by mail on a date later than the prior proxy.

•You may send a written notice that you are revoking your proxy to us at Wayfair Inc., 4 Copley Place, Boston, MA 02116, Attention: Secretary.

•You may attend the Annual Meeting via the Internet and vote online during the meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker, bank, or other nominee, your ability to change your vote or revoke your proxy depends on the voting procedures of such broker, bank, or other nominee. Please follow the instructions provided by them.

When are stockholder proposals for inclusion in our proxy statement due for the 2026 Annual Meeting of Stockholders?

If you are interested in submitting a proposal for potential inclusion in the proxy statement for our 2026 Annual Meeting of Stockholders, you must follow the procedures outlined in Rule 14a-8 of the Exchange Act. To be eligible for inclusion in the proxy statement, we must receive your stockholder proposal at the address noted below no later than 5:30 p.m., Eastern Time, on December 4, 2025. However, if the 2026 Annual Meeting of Stockholders is held before April 20, 2026 or after June 19, 2026, then we must receive your stockholder proposal at the address noted below by a reasonable time before we begin to print and mail our proxy materials for the 2026 Annual Meeting of Stockholders. Failure to deliver a proposal by these means may result in it not being deemed timely received.

Any proposals submitted pursuant to Rule 14a-8 under the Exchange Act should be sent to us at Wayfair Inc., 4 Copley Place, Boston, MA 02116, Attention: Secretary.

When are other stockholder proposals and nominations for directors by our stockholders due for the 2026 Annual Meeting of Stockholders?

If you wish to (i) present a proposal, but do not wish to have the proposal considered for inclusion in our proxy materials pursuant to Rule 14a-8, or (ii) nominate a person for election as a director at the 2026 Annual Meeting of Stockholders, you must give advance written notice at the address noted below in accordance with the provisions set forth in Sections 2.4 and 2.5 of our bylaws, respectively.

We must receive this required notice by February 19, 2026, but no sooner than January 20, 2026. However, if our 2026 Annual Meeting of Stockholders is held before April 20, 2026 or after July 19, 2026, then we must receive the required notice of a proposal or proposed director candidate no earlier than the 120th day prior to the 2026 Annual Meeting and no later than the close of business on the 10th day following the date on which public disclosure was made of the date of the 2026 Annual Meeting of Stockholders. Such notice must include the information set forth in our bylaws and comply with the procedures in our bylaws. In addition to complying with the foregoing requirements, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must comply with the additional requirements of Exchange Act Rule 14a-19. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

Any proposals submitted outside of Rule 14a-8 under the Exchange Act should be sent to us at Wayfair Inc., 4 Copley Place, Boston, MA 02116, Attention: Secretary.

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What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid annual meeting of stockholders. On the Record Date, there were 102,290,399 shares of Class A common stock and 24,658,295 shares of Class B common stock outstanding and entitled to vote. A quorum will be present if stockholders holding a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) issued and outstanding and entitled to vote are present at the Annual Meeting or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting via the Internet. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the shares entitled to vote at the Annual Meeting and present or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the voting results of the Annual Meeting?

We will announce the voting results of the Annual Meeting by the filing a Current Report on Form 8-K with the SEC within four (4) business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four (4) business days of the day the final results are available.

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PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our Board is currently composed of nine (9) members. Ms. Schäferkordt is not standing for re-election and her term will expire at our Annual Meeting. Following the Annual Meeting, our Board will consist of eight (8) members, and a vacancy. The nominating and corporate governance committee of the Board has initiated a search to identify a new independent director that satisfies the Board membership criteria set forth in our Corporate Governance Guidelines. The vacancy will be filled after the nominating and corporate governance committee makes its recommendation to the Board and the Board appoints a new director. The Board thanks Ms. Schäferkordt for her service.

The individuals below, except for Ms. Schäferkordt, have been nominated to serve as directors and have each agreed to stand for re-election. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each director elected will hold office from the date of their election by the stockholders until the subsequent annual meeting of stockholders or until their successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve.

The following table sets forth our current directors, all of whom, except for Ms. Schäferkordt, are currently standing for re-election, and for each, their age, the year in which they first became a director and positions with us as of the Record Date:


Name	Age	Director Since	Position(s)
Niraj Shah	51	2002	Co-Founder, Chief Executive Officer and President, Director (Co-Chairman)
Steven Conine	52	2002	Co-Founder, Director (Co-Chairman)
Diana Frost	42	2025	Director
Andrea Jung	66	2018	Director
Jeremy King	56	2021	Director
Michael Kumin	52	2011	Lead Independent Director
Jeffrey Naylor	66	2018	Director
Anke Schäferkordt	62	2019	Director
Michael E. Sneed	65	2020	Director

Set forth below is biographical information for each nominee. Each nominee has extensive experience, education, attributes and skills that qualify him or her to serve as an effective Board member.

BOARD RECOMMENDATION

☑

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Nomination to the Board

Unless the Board determines that vacancies on the Board (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and, except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Candidates for nomination to our Board are selected by our Board based on the recommendation of the nominating and corporate governance committee in accordance with our Corporate Governance Guidelines, which are available on our Investor Relations (“IR”) site under “Governance – Governance Documents.” These qualifications include the highest personal and professional ethics, integrity, and values. Additional criteria may also include the candidate’s ability to make independent judgments, a general understanding of our business, service on other boards, the candidate’s professional background, education, as well as personal skills and knowledge with respect to technology, retail, finance, accounting, leadership, and any other applicable areas. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board is set forth above under the section herein titled “QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING”, “When are other stockholder proposals and nominations for directors by our stockholders due for the 2026 Annual Meeting of Stockholders?”

You can find more detailed information on our process for selecting Board members and our criteria for Board nominees in our Corporate Governance Guidelines, which are available on our IR site under “Governance – Governance Documents.”

Director Qualifications

With the goal of developing an experienced, and highly qualified Board that possesses a range of backgrounds and experiences, the nominating and corporate governance committee is responsible for developing and recommending to our Board the desired qualifications, expertise, and characteristics of members of our Board, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our Board and any specific qualities or skills that the committee believes are necessary for one or more of the members of our Board.

Our Board of Directors

Our Board is currently comprised of nine (9) members, and following the conclusion of the Annual Meeting, it is expected that our Board will be comprised of eight (8) members until such time as that vacancy is filled. The eight (8) directors nominated for election have a range of backgrounds, experiences and skills, including those set forth below. If a skill or experience listed below does not include all eight (8) nominees, it does not signify a director’s lack of ability to contribute in such area. All of our directors bring senior leadership and corporate governance experience to our boardroom. The charts below summarize certain self-identified demographic skill attributes of our current directors, to the extent disclosed to us, and their ages are as of the Record Date.

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Board Highlights

Independence

Tenure

Age

self-identify as nationally, ethnically and racially diverse*

are women*

*One director declined to disclose demographic background information.

Public Company Board Service

Executive Leadership & Human Capital Management

Finance & Accounting Experience

Technology/Cyber Experience

Retail Experience

International Leadership

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Niraj Shah

Co-Founder and CEO

Director Since: 2002 ‖ Age: 51

Committees

•None

Other current public company boards

•Nextdoor, Inc. (NYSE: KIND)

Mr. Shah is our co‑founder and has served as our Chief Executive Officer and a member of our Board since 2002. Prior to co-founding Wayfair, Mr. Shah served as Chief Executive Officer for Simplify Mobile Corporation, an enterprise software company he co‑founded in 2001, and Entrepreneur‑in‑Residence at Greylock Partners, a venture capital firm, in 2001. Mr. Shah served in various roles at iXL Enterprises, Inc., including as Chief Operating Officer and a director, from 1998 to 2000, and as Chief Executive Officer of Spinners Incorporated, an IT consulting company he co‑founded, from 1995 to 1998. Mr. Shah has served on the board of directors of Nextdoor, Inc. since May 2024. Mr. Shah received a B.S. from Cornell University. We believe Mr. Shah is qualified to serve on our Board due to the leadership and operational experience he brings as our Chief Executive Officer, as well as the vision and continuity he brings as our co‑founder.

Steven Conine

Co-Founder

Director Since: 2002 ‖ Age: 52

Committees

•None

Other current public company boards

•CarGurus Inc. (NASDAQ: CARG)

Mr. Conine is our co‑founder and has served as a member of our Board since 2002. He previously served as our Chief Technology Officer from 2002 until 2015. Prior to co-founding Wayfair, Mr. Conine served as Chief Technology Officer for Simplify Mobile Corporation, an enterprise software company he co‑founded in 2001, Chief Operating Officer for the London office of iXL Enterprises, Inc. from 1999 to 2000, and Chief Technology Officer of Spinners Incorporated, an IT consulting company he co‑founded, from 1995 to 1998. Mr. Conine has served on the board of directors of CarGurus, Inc. since June 2018. Mr. Conine received a B.S. from Cornell University. We believe Mr. Conine is qualified to serve on our Board due to the technological and operational experience he brings as a long-time executive at Wayfair, as well as the vision and continuity he brings as our co‑founder.

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Diana Frost

Independent Director

Director Since: 2025 ‖ Age: 42

Committees

•None

Other current public company boards

•None

Ms. Frost has served as a member of our board since February 2025. Since December 2023, Ms. Frost has served as the Global Chief Growth Officer of The Kraft Heinz Company (NASDAQ: KHC). Ms. Frost has been with Kraft Heinz since 2020, previously serving as Chief Growth Officer, North America from August 2022 to December 2023. Before that, she served as Head of North America Disruption and Canada Chief Marketing Officer from January to August 2022 and Chief Growth Officer, Canada, from September 2020 to December 2021. Before joining Kraft Heinz, Ms. Frost spent nearly 13 years at Mars, Incorporated, where she was Head of Portfolio Transformation, Mars Wrigley US from January 2019 to September 2020, as well as Vice President of Marketing for Mars Wrigley Canada from 2017 to 2018; Vice President of Marketing, Chocolate from 2016 to 2017; Brand Director for Mars Pet Nutrition from 2011 to 2016; and Senior Brand Manager for Mars Chocolate from 2007 to 2011. She began her career at PepsiCo as an Assistant Brand Manager and then Associate Brand Manager from 2005 to 2007. Ms. Frost holds an Honours Business Administration degree from the Ivey School of Business at The University of Western Ontario in Canada. We believe Ms. Frost is qualified to serve on our Board due to her extensive experience in global brand strategy and marketing leadership across the retail industry.

Andrea Jung

Independent Director

Director Since: 2018 ‖ Age: 66

Committees

•Compensation

•Nominating & Corporate Governance

Other current public company boards

•Apple Inc. (NASDAQ: AAPL)

•Unilever PLC (NYSE: UL)

Ms. Jung has served as a member of our Board since May 2018. Ms. Jung has served as the President and Chief Executive Officer of Grameen America LLC, a nonprofit microfinance organization, since April 2014, where she also serves on the board of directors. Ms. Jung previously served as Executive Chairman of Avon Products, Inc., a personal care products company, from April 2012 to December 2012, and as Chairman of the board of directors of Avon from September 2001 to April 2012. Ms. Jung served as Chief Executive Officer of Avon from November 1999 to April 2012, and served as a member of the board of directors of Avon from January 1998 to December 2012. Ms. Jung has served on the board of directors of Apple Inc. since January 2008 and Unilever PLC and Unilever N.V. since May 2018, and previously served on the boards of General Electric Company from July 1998 to March 2018 and Daimler AG from April 2013 to April 2018. Ms. Jung is a graduate of Princeton University. We believe Ms. Jung is qualified to serve on our Board due to her board and executive-level experience in retail, technology and other businesses.

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Jeremy King

Independent Director

Director Since: 2021 ‖ Age: 56

Committees

•Audit

•Nominating & Corporate Governance

Other current public company boards

•None

Mr. King has served as a member of our Board since August 2021. From 2019 to 2023, he served as Chief Technology Officer of Pinterest, a role initially titled Senior Vice President and Head of Engineering. Mr. King previously served as a senior executive of Walmart from 2011 to 2019, including as Executive Vice President and Chief Technology Officer, Walmart US and E-commerce from 2017 to 2019 and Chief Technology Officer and Senior Vice President, WalmartLabs from 2011 to 2017. Prior to joining Walmart, Mr. King served as Executive Vice President, Technology of LiveOps from 2008 to 2011 and as Vice President Software Development and Engineering of eBay from 2001 to 2008. Mr. King serves on the board of a private company. Mr. King holds a B.S. from San Jose State University. We believe Mr. King is qualified to serve on our Board due to his executive-level experience in the e-commerce and technology industries.

Michael Kumin

Lead Independent Director

Director Since: 2011 ‖ Age: 52

Committees

•Compensation

•Nominating & Corporate Governance

Other current public company boards

•None

Mr. Kumin has served as a member of our Board since June 2011. Mr. Kumin has worked as an investment professional at Great Hill Partners, a private equity investment firm, since 2002 where he currently serves as a Managing Director. Mr. Kumin previously served on the board of directors of The RealReal, Inc. from May 2017 to August 2021 and Yoga Works, Inc. from July 2014 to October 2020. Mr. Kumin currently serves on the boards of several private companies. Mr. Kumin earned a B.A. in Public Policy and International Affairs at Princeton University. We believe Mr. Kumin is qualified to serve on our Board due to his experience in the e‑commerce industry as a private equity investor and his service on the board of directors of other retail and technology companies.

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Jeffrey Naylor

Independent Director

Director Since: 2018 ‖ Age: 66

Committees

•Audit

Other current public company boards

•Dollar Tree Inc. (NASDAQ: DLTR)

•Synchrony Financial (NYSE: SYF)

Mr. Naylor has served as a member of our Board since January 2018. Mr. Naylor previously served as a senior executive with The TJX Companies, Inc., including as Chief Financial Officer from 2004 to 2006; as Chief Financial and Administrative Officer from 2006 to 2007; as Chief Administrative and Business Development Officer from 2007 to 2009; as Chief Financial and Administrative Officer from February 2009 to January 2012; as Chief Administrative Officer from January 2012 to February 2013; and as Senior Corporate Advisor from February 2013 to April 2014. Prior to joining TJX, Mr. Naylor served as Chief Financial Officer of Big Lots, Inc. from 2001 to 2004 and Chief Financial and Administrative Officer of Dade Behring, Inc. from 2000 to 2001. He is also the Managing Director of his consulting firm, Topaz Consulting, LLC, which he founded in April 2014. Mr. Naylor has served on the board of directors of Synchrony Financial since July 2014 and Dollar Tree, Inc. since March 2018. Mr. Naylor previously served on the board of Emerald Expositions from September 2013 to May 2021. Mr. Naylor received a B.A. from Northwestern University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. We believe Mr. Naylor is qualified to serve on our Board due to his board, financial and executive-level experience both in retail and in other businesses.

Michael E. Sneed

Independent Director

Director Since: 2020 ‖ Age: 65

Committees

•Compensation

•Audit

Other current public company boards

•Kenvue Inc. (NYSE: KVUE)

Mr. Sneed has served as a member of our Board since November 2020. Mr. Sneed served as Executive Vice President, Global Corporate Affairs and Chief Communications Officer at Johnson & Johnson from July 2018 to April 2022 where he led the company's global marketing, communication, design and philanthropy functions. Mr. Sneed originally joined Johnson & Johnson in 1983 and held multiple leadership positions, including joining the Executive Committee in July 2018 and becoming the Vice President, Global Corporate Affairs and Chief Communications Officer in 2017, the Company Group Chairman, Vision Care Franchise in 2007 and the Company Group Chairman, Consumer North America in 2004. Mr. Sneed has served on the Board of Kenvue since 2023. He also serves on the boards of Thomas Jefferson University, the Robert Wood Johnson Foundation and WHYY, a public media organization serving Philadelphia, Pennsylvania and the surrounding region. Mr. Sneed holds a Master's degree from the Tuck School of Business at Dartmouth College and a B.A. from Macalester College. We believe Mr. Sneed is qualified to serve on our Board due to his executive-level experience in global technology and retail businesses.

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Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics applies to our directors, officers and employees, as well as independent contractors, consultants and others who do business with Wayfair. The code provides guidance and outlines expectations on key areas including insider trading, conflicts of interest, reporting of illegal or unethical behavior, and environmental, health and safety matters. A copy of the code may be found on our IR site under “Governance – Governance Documents.” We intend to make all required disclosures regarding any amendments to, or waivers from, any provisions of the code at the same location on our website.

Corporate Governance Guidelines

Our Corporate Governance Guidelines help to ensure that our Board has the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth practices with respect to Board composition and selection, Board meetings and involvement of senior management, succession planning, and Board committees and compensation. A copy of the Corporate Governance Guidelines may be found on our IR site under “Governance – Governance Documents.”

Insider Trading Compliance Policy

We have adopted an insider trading compliance policy regarding securities transactions (the “Insider Trading Compliance Policy”) that applies to our directors, officers, employees, consultants, and contractors and those of our subsidiaries. We believe that the Insider Trading Compliance Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of our securities, as well as the applicable rules and regulations of the New York Stock Exchange. A copy of the Insider Trading Compliance Policy is filed as Exhibit 19 to our 2024 Form 10-K.

Anti-Hedging and Anti-Pledging Policies

Our Insider Trading Compliance Policy prohibits any officer, director, or employee from engaging in hedging transactions with respect to our equity securities. Similarly, officers, directors and employees are prohibited from pledging our securities as collateral for a loan, except that our compensation committee may permit the pledge of equity securities as collateral for a loan in limited circumstances if a person requests to do so and clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities. The compensation committee may approve or deny the request in its sole discretion. For the fiscal year ended December 31, 2024, no such requests were made by our named executive officers or members of our Board.

Independence of the Board

Our Board has determined that all of our directors that served in the past fiscal year, other than Messrs. Shah and Conine, qualify as “independent” directors in accordance with the rules and regulations of the NYSE. Each of Messrs. Shah and Conine is not considered independent because he is an employee of the company. In making its independence determinations, the Board considered, among other things, relevant transactions between the company and entities associated with the independent directors, as described under the heading “Certain Relationships and Related Party Transactions” in this proxy statement and determined that no director has a relationship with the company or any other relationship that would impair the director’s independence.

Further, the Board has determined that each member of each of the committees of the Board is independent in accordance with the rules and regulations of the NYSE and Rule 10a-3(b)(1) under the Exchange Act. There are no family relationships among any of our directors or executive officers.

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Leadership Structure of the Board

Our Board is co-chaired by Niraj Shah, our Co-Founder and Chief Executive Officer, and Steven Conine, our Co-Founder. Mr. Kumin serves as our lead independent director, and presides over meetings of our independent directors, serves as a liaison between our co-chairmen of the Board and the independent directors and performs such additional duties as our Board may otherwise determine and delegate. Our bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of chairman of the Board and Chief Executive Officer and/or utilize a lead director in accordance with its determination that one or the other structure would be in the best interests of our company. Our Board has concluded that our existing leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our Board, as a whole and through its committees, has responsibility for overall risk management. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations.

The following are risk-related responsibilities and functions performed by our Board, its committees and management in accordance with our governance documents and internal risk management policies:

The Board of Directors

•Ultimate responsibility for risk oversight of the company, including, among other risks: cybersecurity; privacy; product and safety; legal and regulatory matters; compensation; and other critical evolving areas of risk.

•Assigns specific risk oversight duties to Board committees for more detailed consideration and evaluation, with each such committee regularly reporting to the Board on the risks that it oversees.

•Receives reports, briefings and presentations from senior management at regular Board meetings.

The Audit Committee

•Responsible for reviewing and discussing our policies with respect to risk assessment and risk management, which includes overseeing our major financial, privacy, security, cybersecurity, artificial intelligence, tax and accounting, and technology risk exposures and the steps our management has taken to monitor and control these exposures, monitoring compliance with legal and regulatory requirements, overseeing the design and implementation of our internal audit function, and considering (and approving or disapproving) any related party transactions.

•Receives reports, briefings and presentations from senior management at quarterly audit committee meetings, including deep dives on a rotating basis into specific areas of risk and regular enterprise risk management updates.

The Compensation Committee

•Oversees and reviews compensation-related risks, including assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

•Reviews conflicts of interest involving advisors to the compensation committee.

The Nominating and Corporate Governance Committee

•Oversees and reviews governance-related risks, including assessing and monitoring the effectiveness of our corporate governance guidelines.

•Oversees our corporate responsibility and sustainability programs, including sustainability-related strategy, initiatives and risks.

•Identifies, interviews and performs due diligence on potential board members, evaluates the independence of each director and director candidate and oversees the annual self-evaluations of the Board.

Management

•Identifies, mitigates and eliminates risks and develops risk controls related to significant business activities.

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•Discusses strategic and operational risks at regular management meetings and standing 360 degree business review meetings across the organization.

•Conducts specific strategic planning and review sessions throughout the year that include a focused discussion and analysis of the risks facing the company.

•Reviews risks with the Board and its committees at regular meetings, with presentations that focus on particular business functions, operations or strategies, as well as the steps taken to mitigate or eliminate such risks.

Additional Information Regarding Cybersecurity Risk Oversight

While our Board is ultimately responsible for the risk oversight of the company, including cybersecurity and privacy risks, we view cybersecurity as a shared responsibility across the company. At the management level, our Head of Cybersecurity and our cybersecurity teams are primarily responsible for identifying, assessing, monitoring and managing our cybersecurity.

Our Board has delegated responsibility for oversight of cybersecurity risks to the audit committee. The audit committee oversees cybersecurity matters and regularly meets with members of management, including our Head of Cybersecurity, who is responsible for data privacy, technology, and information security risks. These discussions cover various aspects of cybersecurity, including the role of artificial intelligence, risk management activities, incident response plans, best practices, the effectiveness of our security measures, and other related matters.

Please refer to Item 1C. Cybersecurity in Part I of our 2024 Form 10-K for additional information regarding cybersecurity matters.

Annual Board Evaluations

The Board conducts an annual self‑evaluation process, which is overseen by the nominating and corporate governance committee. The self-evaluations assess whether the Board, each of its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness. Additional discussion topics include Board and committee composition and performance; board oversight and culture, timing, agenda, and content of Board meetings; Board and committee dynamics and function; and executive succession planning.

Board Meetings and Committees

Our Board meets on a regular basis during the year. Our Board met four (4) times in 2024. Each of the incumbent directors attended 75% or more of the aggregate number of meetings of the Board in 2024, and all directors, with the exception of Ms. Jung, attended the total number of meetings held by the committee of the Board on which he or she served during the period for which he or she was a director in 2024. Ms. Jung attended 67% of the aggregate number of the compensation committee meetings and did not attend the nominating and corporate governance committee meeting. We encourage all of our directors and nominees for director to attend our Annual Meeting; however, attendance is not mandatory. Last year, two of our directors attended the Annual Meeting.

Our Board has established three (3) standing committees—audit, compensation, and nominating and corporate governance—each of which operates under a charter that has been approved by our Board and that satisfies the applicable standards of the SEC and the NYSE. The table below provides current committee composition as well as meeting information for the last year.

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Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Independent

Niraj Shah

Steven Conine

Michael Choe(1)

Diana Frost

Andrea Jung

Jeremy King

Michael Kumin

Jeffrey Naylor

Anke Schäferkordt(2)

Michael E. Sneed

Total Meetings in 2024

Committee Chair

(1) Mr. Choe served as a member of the audit committee through March 7, 2024.

(2) Ms. Schäferkordt served as a member of the audit committee through February 21, 2025.

The functions performed by these committees are set forth in more detail in their charters, which may be found on our IR site under “Governance – Governance Documents”, and are summarized below.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process as well as our risk assessment and risk management policies. Among other matters, the audit committee:

•appoints and determines the compensation and retention of our independent registered public accounting firm;

•evaluates the independent registered public accounting firm’s qualifications, independence and performance;

•determines the engagement of the independent registered public accounting firm;

•reviews and approves the scope of the annual audit and the audit fee;

•discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly and annual financial statements;

•approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

•monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;

•reviews our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

•reviews annual reports from the independent registered public accounting firm regarding its internal quality control procedures;

•oversees the enterprise risk management function and discusses our policies with respect to risk assessment and risk management;

•provides oversight of our compliance with legal and regulatory requirements;

•reviews our critical accounting policies and estimates;

•provides oversight of our internal audit function;

•is responsible for investigating any reports received by our whistleblower portal or hotline; and

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•reviews, at least annually, the audit committee charter and the committee’s performance.

Our Board has determined that each of our current committee members, Messrs. King, Naylor and Sneed is an independent director under NYSE rules and under Rule 10A-3 under the Exchange Act. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our Board has determined that Mr. Naylor is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable NYSE rules and regulations. Prior to February 21, 2025, the members of our audit committee were Messrs. King and Naylor and Ms. Schäferkordt. Effective February 21, 2025, Ms. Schäferkordt resigned from the audit committee and Mr. Sneed joined the audit committee.

Compensation Committee

The compensation committee’s responsibilities include:

•reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of those goals and objectives and, based upon this evaluation (either alone or, if directed by our Board, in conjunction with a majority of the independent directors on our Board), setting the Chief Executive Officer’s compensation;

•reviewing and setting or recommending to our Board the compensation of our executive officers other than the Chief Executive Officer;

•reviewing and recommending to our Board the compensation of our directors;

•reviewing and approving or recommending to our Board our incentive compensation and equity-based plans and arrangements;

•preparing the compensation committee Report on executive officer compensation as required by the SEC to be included in our annual proxy statement or annual report on Form 10-K and reviewing and discussing the Compensation Discussion and Analysis (the “CD&A”), with our management and considering whether to recommend to our Board that the CD&A be included in the appropriate filing;

•reviewing and making recommendations to our Board with respect to management succession planning; and

•reviewing and evaluating, at least annually, the performance of the compensation committee and its members, and periodically reviewing and reassessing its charter.

The compensation committee may delegate any or all of its responsibilities to a subcommittee as it deems appropriate in its sole discretion.

Our Board has determined that each of our current committee members, Messrs. Kumin and Sneed and Ms. Jung, is independent under the applicable rules and regulations of the NYSE and is a “non-employee director” as defined under Rule 16b-3 of the Exchange Act.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s responsibilities include:

•identifying individuals qualified to become Board members;

•recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;

•developing and recommending to our Board a set of corporate governance guidelines and principles, and reviewing and reassessing the adequacy of such guidelines;

•overseeing our corporate responsibility and sustainability programs, including sustainability-related strategy, initiatives and risks;

•overseeing the evaluation of our Board; and

•reviewing and evaluating, at least annually, the performance of the nominating and corporate governance committee and its members, and periodically reviewing and reassessing its charter.

Our Board has determined that each of our current committee members, Ms. Jung and Messrs. King and Kumin, is an independent director under the applicable rules and regulations of the NYSE.

Director Compensation

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Our Co-Founders, who also serve as directors, do not receive additional compensation for their service as directors. Our non-employee directors do not receive cash payments or retainers, but receive grants of RSU awards as compensation for their service on our Board.

Our Director Compensation Policy for our non-employee directors is intended to be competitive and fair so that we can attract, motivate and retain highly qualified directors and also align with practices of other leading publicly traded companies. Our compensation committee periodically evaluates our Director Compensation Policy as part of our regular reviews of our overall compensation strategy. For 2024, our compensation committee determined that no changes to our Director Compensation Policy were needed.

Under our current Director Compensation Policy, each non-employee director receives an initial RSU award upon joining the Board with a value of $250,000, subject to a one (1) year vesting period. In subsequent years, each non-employee director receives an annual follow-on RSU award with a value of $250,000, subject to a one (1) year vesting period. These RSU awards are measured using the closing price of our Class A common stock as reported on the NYSE on the day before the applicable Board meeting approving such award. We reimburse all directors for reasonable travel expenses incurred in connection with Board and committee meetings. We have also entered into indemnification agreements with all of our directors. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors.

The following table provides information regarding compensation of our non-employee directors for the year ended December 31, 2024:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Diana Frost(2)	—	—	—	—
Andrea Jung	—	274,613	—	274,613
Jeremy King	—	274,613	—	274,613
Michael Kumin	—	250,035	—	250,035
Jeffrey Naylor	—	250,035	—	250,035
Anke Schäferkordt	—	245,579	—	245,579
Michael E. Sneed	—	245,579	—	245,579

(1) Represents the aggregate fair value on the grant date of RSUs granted in 2024 computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2024 Form 10-K for a discussion of assumptions made in determining the value of our stock awards.

(2) Ms. Frost was elected to the Board as a non-employee director on February 12, 2025.

The following table shows the aggregate number of unvested RSUs held by our non-employee directors as of December 31, 2024:


Name						RSUs (#)
Diana Frost (1)						—
Andrea Jung						4,665
Jeremy King						4,665
Michael Kumin						1,045
Jeffrey Naylor						1,045
Anke Schäferkordt						6,382
Michael E. Sneed						6,382

(1) Ms. Frost was elected to the Board as a non-employee director on February 12, 2025.

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Stockholder Communications with the Board

Stockholders and other interested parties may communicate with the Board, or any individual member of the Board, at the following address:

Wayfair Inc.

4 Copley Place

Boston, MA 02116

Attention: Secretary

Communications must state the number of shares owned by the person making the communication, if any. Our Secretary will review and forward such communication to all members of the Board or to the individual director(s) to whom the communication is addressed unless the communication is unduly frivolous, hostile, threatening or similarly inappropriate, in which case, our Secretary may disregard the communication in their discretion.

Corporate Responsibility

Corporate responsibility is an important part of our business strategy. This work helps us earn trust from our customers, employees, suppliers, and stockholders. Through our corporate responsibility efforts, we aim to uphold ethical business practices, and invest in our surrounding communities and environment in a way that is consistent with our core values, and address how our company impacts both the planet and society.

We continue to focus our corporate responsibility efforts under the following key pillars:


			Our Communities Supporting Housing & a Sense of Home for All			We believe everyone deserves a place to call home.
			Our Planet Protecting our Shared Home			We drive solutions for an environmentally sustainable future.
			Our People A Sense of Belonging			We foster an inclusive, supportive workplace.

The Board, through our nominating and corporate governance committee, periodically reviews our corporate responsibility strategy, initiatives and policies. Our cross-functional leaders drive corporate responsibility by embedding sustainability, purpose and inclusion into our business. They set goals, guide execution, and track progress to turn our commitments into meaningful action across our operations, products and communities.

Emissions Reduction and Zero Waste Goals

We remain focused on reducing our operational emissions and investing in renewable energy. In 2022, we announced a goal to reduce our Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by 63% (compared to our 2020 baseline) by 2035. Additionally, we are evaluating and identifying pathways to address and minimize our Scope 3 GHG emissions. We continue to incorporate energy efficiency features across our global facilities and make investments in renewable energy projects in markets where we operate. In 2024, we made progress toward our goal to reduce our Scope 1 and Scope 2 GHG emissions by joining our second aggregated virtual power purchase agreement. As part of this agreement, Wayfair is contracted to offtake 20 megawatts of power annually from the Prairie Solar Project in Illinois.

In 2024, we announced a goal of achieving zero waste by 2030, striving to divert over 90% of our global waste from landfills and incineration. In the past year, we increased our global waste diversion rate by over 8% compared to 2023, driven by expanded recycling programs for cardboard, wood, and plastic waste. We are now working to scale these solutions across our North American facilities.

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Corporate Responsibility Report

Annually, since 2022, we have released our Corporate Responsibility Report (the “CR Report”), which is available on our About Us site (aboutwayfair.com) under the link for “Our Impact”. This site and the CR Report contains additional information regarding our corporate responsibility programs.

The information on aboutwayfair.com or the CR Report is not incorporated by reference into, and does not form or constitute, any part of this proxy statement. Any targets or goals discussed in our CR Report may be aspirational, and, as such, no guarantees or promises are made that these goals will be met. Furthermore, certain statistics and metrics disclosed in the CR Report are estimates and may be based on assumptions that turn out to be incorrect. We do not undertake or assume any obligations to update or revise such information, whether as a result of new information, further events or otherwise.

Other Program Highlights

•We recognize that we have a responsibility to protect our planet as the home for future generations, and we are committed to being part of the solution. We take a value chain approach to addressing our environmental footprint — starting with our own operations and working with suppliers, partners, and customers to reduce our upstream and downstream impacts.

◦Sustainable Products: In 2024, we continued to expand our Shop Sustainably offering, which now covers over 46,000 products. This program allows our customers to easily find sustainable products that adhere to a wide variety of third-party certifications, including energy or water efficiency, sustainably sourced wood, organic textile use, or Fair Trade CertifiedTM.

•We are committed to supporting our employees in their desire to be good corporate citizens to both their communities and their fellow Wayfarians.

◦Employee Volunteerism: Every year, all full-time employees receive a paid day of service, and part-time employees receive a half day, in addition to all other paid time off. In 2024, we supported 8 Habitat for Humanity volunteer builds in North America.

◦Workplace Giving: In 2024, through our employee match program, more than 360 employees donated to over 300 nonprofits, supporting hospitals, cancer research, international relief, youth development programs and more.

◦Employee Emergency Support: In 2024, we continued to support our employees in need of immediate financial assistance following an unforeseen personal hardship or natural disaster through the Wayfair Emergency Relief Fund (administered by the Emergency Assistance Foundation).

•The Wayfair Supplier Code of Conduct (“SCOC”) establishes standards for our suppliers to engage with Wayfair and its customers in an equitable, inclusive, honest, non-discriminatory, and professional manner.

◦Supply Chain Management: Our SCOC includes robust responsible sourcing policies, including our commitment and requirement that all suppliers and their supply chains comply with applicable laws related to forced labor and human trafficking, as well as child labor, working hours, harassment, abuse, discrimination, product safety and factory safety. In 2024, we partnered with an advanced provider specializing in AI-powered solutions to enhance our screening processes for sanctions and forced labor. We believe that this has enabled us to gain greater visibility across our value chain and address potential risks more effectively.

•We are committed to leveraging the latest technological advancements while ensuring the protection of personal data for our future, current, and past customers, employees, and partners.

◦Data Governance and Responsible AI: In 2024, we released our AI Responsible Use Guide to establish company-wide standards and guidelines for the ethical and effective use of AI. Our goal is to promote innovation while ensuring that AI is used in a manner that aligns with our company values, including our Code of Business Conduct and Ethics.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions and series of similar transactions, since the start of our last fiscal year, with our executive officers, directors or holders of more than 5% of our common stock (or, in each case, their affiliates or immediate family members), each of whom we refer to as a “related party,” in which the amounts involved exceeded $120,000.

We entered into the following transactions in the ordinary course of business:

•We paid approximately $776,597 to CO9 Design, a supplier, in ordinary course supplier payments. Sarah Conine, the sister of Steven Conine, our Co-Founder, executive officer and director, owns CO9 Design.

•We paid approximately $2.5 million to entities owned jointly by Niraj Shah and Steve Conine, our Co-Founders, in reimbursements for business-related travel services for certain of our executive officers, including Mr. Shah and Mr. Conine. Mr. Shah and Mr. Conine beneficially own 100% of two aircraft, which are used by Mr. Shah, Mr. Conine and our other executive officers from time to time for business trips. The reimbursement rate for use of these aircraft is $8,500 per hour. This hourly reimbursement rate was based upon a competitive analysis of comparable chartered aircraft rates that showed that the reimbursement rate is at or below market rates for the charter of similar aircraft. Due to the fact that the hourly rate paid for the use of these aircraft is less than the actual operational costs incurred by Mr. Shah and Mr. Conine as owners of these aircraft, Mr. Shah and Mr. Conine do not profit from the use of their aircraft.

•We paid approximately $134.4 million to Pinterest, Inc. and its affiliated companies in ordinary course advertising and marketing costs. Jeremy King, a member of our Board, is the former Chief Technology Officer of Pinterest.

Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which Wayfair (including any of its subsidiaries) is or will be, a participant, where the amount involved exceeds $120,000 in any one fiscal year, and a related party had, has or will have a direct or indirect material interest.

If a related party proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related party transaction,” the related party is required to report the proposed related party transaction to our general counsel. The proposed related party transaction will be reviewed and, if deemed appropriate, approved by our audit committee. The reporting, review and approval will occur prior to entry into the transaction. Any related party transactions that are ongoing in nature will be reviewed annually.

A related party transaction reviewed under the policy will be considered approved if it is authorized by the audit committee after full disclosure of the related party’s interest in the transaction. In reviewing and approving any such transactions, the audit committee will be tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related party’s interest in the transaction.

Several of our Board members and executive officers serve as directors or executive officers of other organizations, including organizations with which Wayfair may have commercial or charitable relationships. We do not believe that any director had a direct or indirect material interest in any such relationships during 2024 and through the date of this Proxy Statement.

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PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On January 28, 2025, the audit committee appointed PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and is seeking ratification of this selection by our stockholders at the Annual Meeting. Representatives of PwC are expected to attend the virtual Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of PwC as our independent registered public accounting firm. However, the audit committee is submitting the selection of PwC to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain PwC. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the company and our stockholders.

Change in Accounting Firm

As previously reported on the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2025, on January 28, 2025, the audit committee approved the appointment of PwC as our independent registered public accounting firm and dismissed our prior independent registered public accounting firm, Ernst & Young LLP ("EY"), effective upon the completion of EY’s audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2024 and EY’s audit of the Company’s internal control over financial reporting as of December 31, 2024.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of our engagement of PwC on January 28, 2025, neither the Company, nor anyone acting on our behalf, consulted PwC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements, and neither a written report nor oral advice was provided to us by PwC that PwC concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

EY’s audit reports on our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through their dismissal on January 28, 2025: (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between us and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to EY’s satisfaction, would have caused EY to make reference to the subject matter of the disagreements in connection with its reports on our consolidated financial statements for such years, and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

We provided EY and PwC with a copy of the disclosures set forth above. EY's confirmatory letter was included as Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on January 31, 2025.

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Principal Accountant Fees and Services

The following table provides information regarding the fees incurred to EY during the fiscal years ended December 31, 2024 and 2023:


	Fiscal Year Ended
	December 31, 2024		December 31, 2023
Audit Fees (1)	$	2,644,515	$	2,407,806
Audit-Related Fees (2)	—		230,000
Tax Fees	—		—
All Other Fees (3)	—		10,000
Total Fees	$	2,644,515	$	2,647,806

(1)Audit fees of EY for fiscal years 2024 and 2023 were for professional services rendered in connection with the annual audit of our consolidated financial statements and internal controls over financial reporting, the review of our quarterly condensed consolidated financial statements, consultations on accounting matters directly related to the audit, issuance of comfort letters and related accounting, consents and assistance with and review of documents filed with the SEC.

(2)Audit-related fees of EY for fiscal year 2023 were for fees associated with pre-implementation review procedures performed in connection with an accounting system implementation.

(3)All other fees of EY for fiscal year 2023 were for access to EY’s online accounting research tool.

The audit committee approved 100% of the fees described above in accordance with the policy described below.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee charter provides that the audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval would generally be requested annually, with any pre-approval detailed as to the particular service, which must be classified in one of the four categories of services listed above. The audit committee may also, on a case-by-case basis, pre-approve particular services that are not contained in the annual pre-approval request. In connection with this pre-approval policy, the audit committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board (the “PCAOB”).

BOARD RECOMMENDATION

☑

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL NO. 2.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Wayfair Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the audit committee is to assist our Board in its oversight of the company’s accounting and financial reporting processes. The audit committee’s functions are more fully described in its charter, which is available on our IR site under “Governance – Governance Documents.” Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. EY, our independent registered public accounting firm for fiscal year 2024, is responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States and the effectiveness of our internal control over financial reporting.

The audit committee is also responsible for the appointment, compensation, retention and oversight of the work of the independent auditor, including pre-approving any audit and non-audit service provided to the company by the independent auditor, periodically reviewing and evaluating the performance of the lead audit partner, as well as reviewing and considering the selection of the lead audit partner. The audit committee also periodically considers whether there should be a rotation of the company’s independent registered public accounting firm. In conjunction with this analysis, the audit committee considered EY’s independence from Wayfair and management, the quality of EY’s staff, work and quality control; EY’s policies related to independence; EY’s global reach; and EY’s capability and expertise to perform an audit of the company’s financial statements and internal control over financial reporting, given the breadth and complexity of EY’s business and global footprint.

In fulfilling its oversight responsibilities, the audit committee reviewed with management and EY the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The audit committee also discussed with EY the matters that are required to be discussed by the applicable requirements of the PCAOB, including the matters required to be discussed in the PCAOB Auditing Standard No. 1301, Communications with Audit Committees. EY has also provided the audit committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and the audit committee has discussed with EY the firm’s independence. The audit committee has concluded that EY’s provision of audit and non-audit services to Wayfair and its affiliates is compatible with EY’s independence. Finally, the audit committee discussed with EY, with and without management present, the scope and results of EY’s audit of such financial statements.

Based on these reviews and discussions, the audit committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.



			By the Audit Committee of the Board of Directors of Wayfair Inc.:
			Jeffrey Naylor (Chairperson) Jeremy King Michael Sneed

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EXECUTIVE OFFICERS

The following table sets forth our executive officers and their respective ages and positions with us as of the Record Date.

Name

Age

Position(s)

Niraj Shah

Co-Founder, Chief Executive Officer and President, Director (Co-Chairman)

Steven Conine

Co-Founder, Director (Co-Chairman)

Jon Blotner

President, Commercial and Operations

Kate Gulliver

Chief Financial Officer and Chief Administrative Officer

Fiona Tan

Chief Technology Officer

Each of our Co-Founders, Niraj Shah and Steven Conine, also serve on our Board and their biographical information can be found above under the heading “Proposal No. 1 - Election of Directors”. The biographical information for our other executive officers is set forth below.

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Jon Blotner

President, Commercial and Operations

In Role Since: 2025 ‖ Age:44

Mr. Blotner has served as Wayfair’s President, Commercial and Operations since January 2025. Mr. Blotner previously served as our Chief Commercial Officer from October 2023 to January 2025 and our Vice President, Global Merchandising, Proprietary Brands, Pricing and Advertising before that. Mr. Blotner also previously oversaw Wayfair’s Exclusive Brands and Specialty Retail Brands, which include AllModern, Joss & Main and Birch Lane, as well as its Global Merchandising, Pricing, Visual Media, 3D Operations and Technology, Merchandising as a Service, Advertising, and Supplier Acquisition and Onboarding functions.

Before joining Wayfair, Jon served as President of Gemvara.com until it was acquired by Berkshire Hathaway in 2016. Prior to Gemvara, Jon worked for Bain & Company in Boston, Massachusetts. He holds an M.B.A. from the Harvard Business School and a B.A. from the University of Pennsylvania.

Kate Gulliver

Chief Financial Officer and Chief Administrative Officer

In Role Since: 2022 ‖ Age:43

Ms. Gulliver has served as Chief Financial Officer and Chief Administrative Officer since November 2022 and previously served as our Incoming Chief Financial Officer from May 2022 to November 2022. Prior to that, Ms. Gulliver served as Wayfair’s Chief People Officer from May 2016 to May 2022 where she built up the company’s talent organization. Prior to leading the talent function, Ms. Gulliver managed the company's Investor Relations team where she drove all communication and relationship development with outside investors. Previously, Ms. Gulliver worked as an investor for nearly five years at Bain Capital, the Boston-based private equity firm. She started her career in consulting at McKinsey & Company. Ms. Gulliver holds an M.B.A. from Harvard Business School, and a B.A. from Yale University. Ms. Gulliver has served as a non-executive director of PVH Corp. (NYSE: PVH) since 2024.

Fiona Tan

Chief Technology Officer

In Role Since: 2022 ‖ Age: 54

Ms. Tan has served as our Chief Technology Officer since March 2022 and previously served as our Global Head of Customer and Supplier Technology from September 2020 to March 2022. Prior to Wayfair, Ms. Tan served as Senior Vice President of U.S. Technology at Walmart where she was responsible for innovation and engineering execution spanning its site, mobile app and all associate and merchant-facing technology across its e-commerce and stores business in the U.S from April 2014 to August 2020. Prior to Walmart, Ms. Tan served in a number of leadership roles at Ariba from January 2012 to April 2014, where she led a global engineering organization responsible for the strategy, lifecycle, and delivery of the Ariba Commerce Network, as well as TIBCO Software. Ms. Tan received a B.S. from MIT and a master’s degree from Stanford University. Ms. Tan has served as a non-executive director of Stitch Fix, Inc. (NASDAQ: SFIX) since 2024 and The AZEK Company Inc. (NYSE: AZEK) since 2024.

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EXECUTIVE COMPENSATION AND RELATED MATTERS

Compensation Discussion and Analysis

Compensation Overview

This CD&A provides an overview and analysis of the elements of our compensation program for our named executive officers (“NEOs”), identified below, the material compensation decisions made under that program and reflected in the executive compensation tables that follow this CD&A and the material factors considered in making those decisions. We believe in rewarding our NEOs for their performance and utilize compensation as a tool to attract and retain the high-caliber executives that we believe are critical to our long-term success. Equity compensation has always been and continues to be a significant component of our executive compensation program. This philosophy applies to our NEOs as well as many of our employees, with the equity weighting increasing with seniority. We do not believe success can be measured by any one specific performance metric. By weighting significantly towards equity, our compensation philosophy broadly incentivizes our NEOs to focus on the long-term value drivers that are most important for our customers and our suppliers, and which in turn should drive stock price appreciation and deliver value to our executives, employees and our stockholders. Equity awards are also calculated using an internal stock price target, which may require stock price appreciation before the award or underlying shares reach their target value. We believe that this structure encourages employees to take on an owner mindset and focus on long-term stockholder value creation.

Our NEOs, who are all employed on an at-will basis, also receive limited perquisites. We offer a qualified 401(k) retirement plan with employer matching, but do not offer nonqualified deferred compensation plans, supplemental executive retirement plan benefits or formal cash severance programs.

Compensation for our NEOs consists primarily of the elements, and their corresponding objectives, identified in the following table.


Compensation Element						Primary Objective
Base Salary						To recognize performance of job responsibilities and to attract and retain individuals with superior talent.
Equity Awards						To emphasize our long-term performance objectives, encourage the maximization of stockholder value and retain key executives by providing an opportunity to participate in the ownership of our common stock.
Retirement Savings (401(k))						To provide an opportunity for tax-efficient savings and long-term financial security.

The compensation committee has primary authority to determine and approve compensation decisions with respect to our NEOs; provided, however, that our Co-Founders make recommendations to the compensation committee regarding the compensation of the NEOs, excluding themselves. In alignment with the objectives set forth above, the compensation committee determines overall compensation and its allocation among the elements described above, in reliance upon the judgment and general industry knowledge of its members obtained through years of service with comparably-sized companies in our industry and similar industries.

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Our Named Executive Officers

For the fiscal year ended December 31, 2024, our NEOs are:


Name		Title
Niraj Shah		Co-Founder, Chief Executive Officer and President, Director (Co-Chairman)
Steven Conine		Co-Founder, Director (Co-Chairman)
Jon Blotner		President, Commercial and Operations
Kate Gulliver		Chief Financial Officer and Chief Administrative Officer
Thomas Netzer	(1)	Former Chief Operating Officer
Fiona Tan		Chief Technology Officer

(1) Mr. Netzer retired from his position as Chief Operating Officer effective December 31, 2024 and is serving as a non-executive employee through October 2025 to support his transition.

Our compensation decisions for the NEOs in 2024 are discussed below relative to each of the above-described elements of our compensation program. The discussion below is intended to be read in conjunction with the executive compensation tables and related disclosures that follow this CD&A.

Determination of Compensation

The compensation committee has the primary authority to determine and approve compensation paid to our NEOs. The compensation committee is charged with, among other things, reviewing compensation policies and practices to ensure adherence to our compensation philosophies and that the total compensation paid to our NEOs is fair, reasonable and competitive, taking into account national surveys and other publicly available executive officer compensation data, our position within our industry, including our comparative performance, and our NEOs’ level of expertise and experience in their respective positions. In furtherance of the considerations described above, the compensation committee is primarily responsible for determining NEO compensation targets, including both base salaries and equity compensation, and assessing the performance of the Chief Executive Officer and other NEOs for each applicable performance period. To aid the compensation committee in making its determinations, the Co-Founders provide recommendations at least annually to the compensation committee regarding the compensation of all NEOs, excluding themselves. The performance of our NEOs is reviewed at least annually by the compensation committee, and the compensation committee approves each NEO’s compensation at least annually. In light of the strong support received from our stockholders on the last advisory say-on-pay vote, the compensation committee has determined not to make significant changes to our compensation program.

In determining compensation for our NEOs, the compensation committee considers each NEO’s particular position and responsibility and relies upon the judgment and industry experience of its members, including their knowledge of competitive compensation levels across companies and industries. We believe that our compensation should be competitive with compensation for executive officers in similar positions and with similar responsibilities in the market. Our compensation committee, our total rewards team and our management reference national surveys and publicly available executive officer compensation data from e-commerce, retail, and technology organizations as an input for compensation decisions. We did not use a compensation consultant in 2024 to assist us with our executive compensation program.

In 2023, we asked our stockholders, through an advisory vote, to approve the compensation of our NEOs. The 2023 advisory vote received the approval of 91.9% of the votes cast on the proposal. Although the results of the say-on-pay vote are advisory and not binding on the company, the Board or the compensation committee, we value the opinions of our stockholders and take the results of the say-on-pay vote into account when making decisions regarding the compensation of our NEOs.

In 2022, our stockholders approved, on an advisory basis, a frequency of once every three (3) years for casting advisory votes to approve executive compensation. Due to the vote of stockholders on the matter, as well as the long-term focus of our compensation philosophy, we adopted a three-year interval for the advisory vote on executive compensation. Accordingly, the next shareholder advisory vote on executive compensation will occur at the 2026 Annual Meeting, and the next shareholder advisory vote on the frequency of advisory votes to approve executive compensation will be held no later than the 2028 Annual Meeting.

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Elements of Our Executive Compensation Program

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. The compensation committee reviews base salaries of our NEOs in the first quarter of each year. Base salary is set at the compensation committee’s discretion after taking into account the recommendations of our Co-Founders regarding NEOs, excluding themselves, our company-wide target for base salary increases for all employees, the competitive landscape, inflation, changes in the scope of an executive officer’s job responsibilities, and other components of compensation and other relevant factors. In 2024, following an assessment taking into account the foregoing factors and a desire to maintain heavy weighting toward equity-based compensation, the compensation committee maintained the NEOs’ existing base salaries as follows:


NEO						Base Salary ($)(1)
Niraj Shah						80,000
Steven Conine

SEC Form DEF 14A filed by Wayfair Inc.