Etsy : 2026 Proxy Statement (PRO015083 ETSY ETSY 2026 Proxy Statement Web Ready)

ETSY

Published on 04/17/2026 at 04:26 pm EDT

‌Nokicє of 2026 A»»ual Mєєki»g of Skockkol»єís

June 9, 2026

9:00 a.m. Eastern Time

https://www.virtualshareholdermeeting.com/ETSY2026

April 10, 2026

Scan this QR code

Elect M. Michele Burns, Josh Silverman, and Fred Wilson as Class II directors to serve until our 2029 Annual Meeting of Stockholders and until their respective successors have been elected and qualified or until they resign, die, or are removed from our Board of Directors

Consider an advisory vote to approve named executive officer compensation

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026

Stockholders will also transact any other business that may properly come before our 2026

Annual Meeting of Stockholders.

Your vote is important. Whether or not you plan to attend our Annual Meeting, we encourage you to read the accompanying proxy statement and to submit your proxy or voting instructions as soon as possible. Even if you have voted by proxy, you may still vote during our Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee, or nominee and you wish to vote during our Annual Meeting, you must follow the instructions from such broker, bank, trustee,

or nominee.

Chief Legal Officer and Corporate Secretary April 17, 2026

Approve an amendment to our 2024 Equity Incentive Plan to increase the number of shares of our common stock available for issuance

Consider an advisory vote on a stockholder proposal to govern by majority vote

statement and Form 10-K to stockholders are available at http://www.proxyvote.com. We mailed a Notice of Internet Availability to our stockholders (other than those who previously requested paper copies) on or about April 17, 2026.

"After over 8 years as Etsy's CEO, it was the right time for me to hand over the leadership baton to the next generation. It has been an honor to lead Etsy and help foster creativity and self-expression in a world increasingly shaped by automation. In addition to Kruti's tremendous success as CEO of Depop, she has evolved and led Etsy's strategic growth initiatives, which led to improving top-line performance in 2025. She has deep experience, a strong understanding of our customers, and a clear, forward-looking vision for Etsy's future."

Executive Chair & Director

‌A Lєkkєí Fío" Ouí Exєcukivє Ckaií a»» Lєa» I»»є:є»»є»k Diíєckoí

2025 was a year of significant change for Etsy, as we transitioned to new leadership and prioritized our core business with the divestiture of Reverb, followed by the signing of an agreement to sell Depop to eBay in February of 2026. While we have more work to do to get the Etsy marketplace back to consistently gaining share versus broader e-commerce, we made progress. We are also pleased that, once again, Etsy's resiliency shined in a year of continued headwinds in consumer discretionary spending and macroeconomic uncertainty. Despite gross merchandise sales ("GMS") pressure, we delivered continued growth in revenue and healthy profitability, while also making targeted investments in AI and recommendations to improve the buyer experience.

Etsy has long valued succession planning as a key tenet of effective corporate governance. Last October, we announced that Etsy's President and Chief Growth Officer, Kruti Patel Goyal, would become Chief Executive Officer, and join our Board of Directors effective January 1, 2026; with Josh expected to serve as our Executive Chair through December 31, 2026 and Fred continuing to serve on our Board as Lead Independent Director. With 15 years of experience in multi-faceted leadership at Etsy, we have full confidence in Kruti's ability to shepherd Etsy into its next chapter, serve our sellers and buyers, and deliver value to our stakeholders. While it is still early in 2026, we are pleased that Kruti transitioned so seamlessly from her prior leadership role at Depop and hit the ground running to drive better performance for the core marketplace. She has refined the company's executive leadership team

and operational approach, and the strategic priorities that she outlined last spring are already making a meaningful impact on the business.

In this proxy statement, we describe Etsy's corporate governance policies and practices that foster our Board's oversight of our business strategies and initiatives. As we've shared previously, we believe that effective corporate governance does not call for a one-size-fits-all approach.

We continue to evolve our governance program, executive compensation plans, and other key matters as appropriate for our business and to promote stockholders' long-term interests. In particular, Etsy has continued to focus on pay for performance, and stockholders will see Etsy placing even greater emphasis on aligning executives' compensation with the focus on growing the core Etsy marketplace in ways that matter most to our buyers and sellers.

"Our leadership changes in 2025 resulted from rigorous succession planning undertaken by our Board. Josh has been a visionary leader for Etsy, and the Board and I have confidence that Kruti will lead the company in a way that is true to our mission to 'Keep Commerce Human' and drive the next chapter of success for the company."

Lead Independent Director

These and other thoughtful governance initiatives reflect feedback from you, our stockholders. During 2025 we reached out to holders representing over 80% of our outstanding common stock, offering to discuss governance and executive compensation matters, and met with all stockholders who wanted to engage.

Etsy's mission to "Keep Commerce Human" remains as relevant as ever. Our Board of Directors and the entire Etsy team are proud of the role we play connecting people through differentiated, special, and creative merchandise. We have high conviction in Etsy's future, hence our stewardship over a large stock buyback program which reduced the outstanding share count by over 14 million shares over the course of 2025. With the additional cash infusion anticipated upon the completion of the Depop sale, Etsy will continue to have a very strong financial foundation and tremendous flexibility to invest in our future.

We have entered a next chapter at Etsy - fully focused on growing the core marketplace, where we see a vast market opportunity and expect to benefit from AI. We appreciate your investment, and we thank you for the trust you have placed in us as stewards for your long-term interests.

Sincerely,

"Over the past year, we have sharpened our focus and strengthened our foundation. By elevating the customer experience at the center of our strategy, we are positioned to return Etsy to durable growth - grounded in what makes this marketplace truly distinctive."

‌A Lєkkєí Fío" Ouí Ckiєf Exєcukivє Officєí

I am honored to pen my first letter to you, our stockholders, in this 2026 proxy statement. I have been a part of Etsy's journey for more than 15 years, steering the company through multiple phases of growth and transformation.

I believe deeply in the opportunity ahead and feel energized about leading us into our next chapter.

After my nearly three years as Depop's CEO, I returned to Etsy as Chief Growth Officer at the beginning of 2025. My first order of business was to conduct a deep diagnostic to understand the root causes of lackluster Etsy marketplace buyer and seller metrics, and why gross merchandise sales growth had stalled. While pandemic growth and the resulting 'reset' were certainly part of the equation, I determined that - while our value proposition remains strong and differentiated - we had not consistently translated that strength into a customer experience that met rising expectations.

So, in mid-2025, we developed four near-term priorities to address these issues - meant to do a better job:

Showing up where shoppers discover - on and off Etsy;

Matching shoppers with the right inventory through better machine learning;

Retaining and rewarding our most valuable buyers and sellers; and

Amplifying the human connection that sets Etsy apart.

In addition, we internally reorganized around customer outcomes, streamlined leadership, and invested in foundational improvements across machine learning, the Etsy App experience, marketing, and customer support.

Key areas of progress last year included:

App strength: the Etsy app outperformed the broader marketplace, with stronger engagement and increasing share of GMS.

Improved matching: new recommendation models enhanced relevance and discovery.

Personalized engagement: we significantly expanded personalized email and push communications, driving deeper buyer engagement.

Seller enablement: AI-powered tools helped our sellers to focus more of their energy on what only they can do - create unique items and connect with buyers - and improved support strengthened seller satisfaction.

As a result, full year Etsy marketplace GMS performance, while still in decline year-over-year, improved sequentially in each quarter of 2025, our multi-year growth trend line improved, and we are expecting a return to slight growth in 2026 - the first positive full year performance in 5 years.

Customer metrics also moved in a healthier direction: active buyer count stabilized by year-end, GMS per active buyer improved each quarter, and seller retention strengthened throughout the year.

Etsy operates in the approximately $600 billion total addressable e-commerce market, yet our share remains less than 2%. Our opportunity is even larger - approximately $2 trillion - when including off-line retail.

At the heart of that opportunity is Etsy's distinct, human-centered model, grounded in differentiated merchandise, personal storytelling, and authentic relationships between buyers and sellers. This combination creates a competitive advantage that larger, mass platforms struggle to replicate. Our sellers choose Etsy because they value a marketplace that celebrates creativity and craftsmanship. Buyers come for distinct, meaningful products they cannot find elsewhere.

Yet even with this depth and differentiation, roughly half of our buyers purchase only once per year, and GMS per buyer was only about $121 in 2025. These metrics underscore the significant opportunity ahead: to deepen engagement, expand relevance, deepen loyalty, and meaningfully increase frequency and spend over time.

Further, we are at a meaningful point in commerce. Shopping behavior is evolving rapidly - across social platforms, mobile apps, and increasingly AI-driven discovery experiences. For the first time, advances in machine learning and generative AI give us the ability to deeply understand both our buyers and our inventory at scale - interpreting intent, context, and creativity in ways that can unlock far more personalized and inspiring experiences. In this context, our sellers' differentiated merchandise is more than a strategic asset - it is our edge. As technology makes it easier to surface what is most relevant and meaningful, Etsy's depth, originality, and human stories become even more powerful. We believe this inflection enables us to deliver on our promise in ways that were previously out of reach - making Etsy feel less transactional and more like a marketplace curated just for you.

All of this points to an exciting journey ahead - and why I am so confident that we can fully live up to our mission to "Keep Commerce Human."

I have been part of two significant Etsy turnarounds: beginning in 2018 as Chief Product Officer, and more recently leading Depop. In both cases, success was not achieved through a single bold idea. It was sharp focus and strong execution - identifying what matters most to customers and delivering against it with discipline. That is the muscle we have been strengthening.

We have more work ahead to achieve sustained, durable growth. But we are grounded in what makes Etsy special and confident in the opportunity before us. I am grateful to our employees, our sellers, and our buyers who continue to build Etsy with us. And I am confident in the next chapter we are creating together.

Etsy, Inc.'s 2026 Annual Meeting of Stockholders will be held on Tuesday, June 9, 2026 at 9:00 a.m., Eastern Time. We continue to hold our Annual Meeting as a virtual meeting conducted exclusively online via webcast. Your vote matters to us. Whether you plan to participate in our Annual Meeting or not, please be sure to vote. Voting instructions can be found beginning on page 93 of the proxy statement.

In closing, I am grateful for the trust placed in me by our Board of Directors, and look forward to earning yours over time - through transparent communications, and improved performance.

With appreciation,

Chief Executive Officer & Director

Tablє of Co»kє»ks

Notice of 2026 Annual Meeting of Stockholders

A Letter From Our Executive Chair and Lead Independent Director

Grants of Plan-Based Awards Table 64

Outstanding Equity Awards at Fiscal

3 Year-End Table 66

A Letter From Our Chief Executive Officer 4

Proxy Statement Summary 7

PROPOSAL 1

Elcckio» oC Diícckoís

10

Voting Roadmap 9

Option Exercises and Stock Vested Table 68

Potential Payments Upon Termination or

Change of Control 69

Pay Ratio Disclosure 72

Pay Versus Performance 73

Etsy's Board 11

Director Nominees and Continuing Directors 14

Corporate Governance 20

Key Features of our Corporate Governance 20

Stockholder Engagement 21

Board Structure 24

Board Oversight Responsibilities 29

Board and Committee Self-Assessments 31

ŁakiCicakio» oC kkc kyyoi»k"c»k oC I»Lcyc»Lc»k ŁcgiskcícL Public kccou»ki»g Fií"

Fees and Services 76

Pre-Approval Policies and Procedures 77

Audit Committee Report 78

kyyíovc a» k"c»L"c»k ko ouí 2024 Equiky I»cc»kivc Pla»

Compensation Committee Interlocks and

Insider Participation 31

Communications with our Board 32

Director Compensation 32

Executive Officers 35

Background 79

Why Our Board Supports This Proposal 80

Equity Compensation Plan Information 87

kLvisoíy Vokc o» Na"cL Exccukivc OCCiccí Co"yc»sakio»

Executive Compensation 39

Compensation Discussion and Analysis 39

Executive Summary 40

SkockkolLcí Píoyosal ko Govcí» by Majoíiky Vokc

Security Ownership of Certain Beneficial Owners, Directors, and Management 90

Certain Relationships and Related 92

Executive Compensation Philosophy and Objectives

Person Transactions

42

Voting and Meeting Information 93

How We Determine Executive Compensation 44

Additional Information 98

Factors Considered When Determining Executive Compensation

45 Non-GAAP Financial Measures 100

Key Components and Design of our 2025 Executive Compensation Program

47 Appendix A - Amendment to our 2024 Equity Incentive Plan

101

Our Leadership Transition 56

Other Benefits 57

Compensation Committee Report 62

Executive Compensation Tables 63

Summary Compensation Table 63

‌Fíoxy Skakє"є»k Su""aíy

Xbouk Ek3y

Etsy operates two-sided online marketplaces that connect millions of creative entrepreneurs with buyers around the world.

The Etsy marketplace is the global destination for unique, creative goods from independent sellers, connecting artisans with thoughtful consumers seeking items that reflect their tastes and values. Founded in Brooklyn just over twenty years ago, the Etsy marketplace has generated nearly $90 billion in GMS since then. It is home to a universe of special, extraordinary items, from unique handcrafted pieces to vintage treasures - made, curated, sourced or designed by real people. Our strategy centers on strengthening our "Right to Win" - four qualities of our marketplace which we believe are core to our efforts to gain sustainable competitive advantages: our sellers' unique items, best-in-class search and discovery, authentic human connections, and a trusted brand that inspires confidence and loyalty.

We also operate Depop Limited ("Depop"), a leading fashion resale marketplace. On February 15, 2026, Etsy and eBay Inc. ("eBay") entered into a Sale and Purchase Agreement (the "Purchase Agreement") for eBay to purchase Depop, for $1.2 billion in cash, subject to certain adjustments as set forth in the Purchase Agreement.

"Keep Commerce Human" reflects our belief that creativity and connection set us apart in an increasingly automated world. We see lasting value in businesses that balance people, planet, and profit, and we strive to align our growth strategy with this principle-using our platform to foster entrepreneurship and sustainable economic impact. We believe the scale and reach of our marketplaces reflect the resonance of this approach.

We are a global company, and our vibrant community includes people buying or selling in nearly every country in the world. Collectively, the Etsy and Depop marketplaces connected a total of 8.8 million active sellers to 93.5 million active buyers as of December 31, 2025. For more information on our strategy and our consolidated financial results, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our "Form 10-K").

حoح5 Gon3oliLakcL Financial Ovcívicw(1)

In 2025, we continued to deliver year-over-year revenue growth and maintained disciplined profitability while navigating a persistently dynamic macroeconomic environment, including ongoing pressure on consumer discretionary spending and evolving buyer behavior. While full-year consolidated GMS of $11,916.9 million was modestly down, excluding Reverb from the prior-year period, we saw slight year-over-year GMS growth in the second half of the year and improvements in key engagement metrics as we focus on long-term sustainable growth.

1 On June 2, 2025, Etsy completed the sale of Reverb Holdings, Inc. ("Reverb"), a musical instrument marketplace. The financial results of Reverb are included in all financial and other metrics discussed in this report, unless otherwise noted, until June 2, 2025.

Ouí I"yack Skíakcgy anL Higkligkk3

Our Impact strategy focuses on areas where we believe Etsy can most effectively advance positive environmental and social outcomes while supporting our long-term business objectives. This strategy and the goals that flow from it are assessed annually to help ensure they remain grounded in our brand, responsive to stakeholder interests, and directed towards societal issues shaping the future. We rely on four levers to operationalize our strategy:

We use our required filings with the Securities and Exchange Commission ("SEC"), as well as our Investor Relations website and Etsy News blog, as our primary communications channels for information relating to our Impact strategy and progress. You can find our Taskforce on Climate Related Financial Disclosures and our Sustainable Accounting and Standards Board disclosure table in the '2025 Etsy, Inc. Climate Index' on our Investor Relations website at investors.etsy.com under "Governance & Impact Reporting - ESG Reporting and Resources."

ح5%

reduction from their 2016 baselines

ح1%

i).4M

in philanthropic donations in 2025

7,6eo

entrepreneurs through the Etsy Uplift Fund in 2025

45%

1oo%

renewable energy for quantified office and remote working electricity usage in 2025

* For additional details about how we quantify emissions, see our GHG inventory and related notes, including assured emissions categories, on page 11 of our Form 10-K.

Gulkuíc anL Engagc"cnk

We strive to attract, develop, and retain talented people who are deeply connected to our overall corporate mission to "Keep Commerce Human."

Etsy's mission requires us to serve a community of buyers and sellers that is extraordinarily diverse. We believe teams with diverse viewpoints and backgrounds are better able to deliver the creativity and innovation necessary to serve our global community, and as a result we broadly seek to increase the range of backgrounds and perspectives in our workforce. These efforts encompass outreach and recruiting practices, which are designed to help attract the broadest and most talent-rich pool of employee applicants possible. In all cases, we make individual employment decisions - whether it's a decision to hire, to promote, to discipline, or to discharge - on the basis of merit.

Etsy offers competitive compensation, comprehensive package of benefits, budget for skills development across our organization, tailored mentorship opportunities, and has several Employee Resource Groups that aim to support employees. Through investments in engagement, professional development, well-being, and creating environments where diverse ideas can thrive, we foster collaboration across distributed teams and cultivate a culture that, we believe, empowers employees to drive lasting business impact. For more information on our work to foster engaged and impactful teams and related workforce metrics, please see our Form 10-K at pages 14-16.

‌Voki»g Roa»"a:

Elcckion of Diícckoí3

At our Annual Meeting, three Class II directors are standing for election, each for a three-year term. Our Board of Directors (our "Board") has nominated M. Michele Burns, Josh Silverman, and Fred Wilson for election as Class II directors at our Annual Meeting.

XLvi3oíy Vokc on Na"cL

Exccukivc Officcí Go"ycn3akion

This proposal, commonly referred to as the "say-on-pay" vote, gives our stockholders the opportunity to express their views on the compensation of our named executive officers (our "NEOs"). This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and our executive compensation philosophy, objectives, and program, as described in this proxy statement.

Our Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 and recommends that stockholders vote to ratify the appointment. PricewaterhouseCoopers LLP has audited our consolidated financial statements since 2012.

Rakificakion of kkc Xyyoink"cnk of InLcycnLcnk Rcgi3kcícL Fublic Xccounking Fií"

Our Board has adopted an amendment to our 2024 Equity Incentive Plan to increase the number of shares of our common stock available for issuance and recommends that stockholders vote to approve the amendment.

Xyyíovc an

X"cnL"cnk ko ouí

حoح4 Equiky

Inccnkivc Flan

We received a stockholder proposal from John Chevedden requesting governance by majority vote. At our 2025 Annual Meeting of Stockholders, our stockholders approved an amendment to our Charter to replace our supermajority voting requirements with majority voting standards.

SkockkolLcí

Fíoyo3al ko Govcín

by Majoíiky Vokc

Elєckio» of Diíєckoís

In accordance with our amended and restated certificate of incorporation, our Board, which currently has 11 members, is divided into three staggered classes of directors. Our Board has nominated M. Michele Burns, Josh Silverman, and Fred Wilson for re-election as Class II directors at the 2026 Annual Meeting, each for a three-year term. Ms. Burns and Mr. Wilson are independent, and each nominee has consented to serve as director, if elected. As previously disclosed, Mr. Silverman resigned as Chief Executive Officer, effective December 31, 2025, and is currently expected to serve as Executive Chair through December 31, 2026, followed by a continued role as non-executive Board member and Senior Advisor until April 1, 2027, unless earlier terminated by Etsy or Mr. Silverman. We otherwise have no reason to believe that any nominee will be unable or unwilling to serve as director. If a nominee is unavailable for election, your proxy authorizes us to vote for a replacement nominee if our Board names one, or the Board may reduce its size.

As directors serve until their successors have been elected and qualified or until they resign, die, or are removed, any incumbent director who fails to receive the required number of votes for re-election shall submit his or her resignation for consideration by our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee will consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating and Corporate Governance Committee's recommendation as it deems appropriate. Promptly following the Board's decision, Etsy will disclose that decision and an explanation of the decision in a filing with the Securities and Exchange Commission or a press release.

If elected at our Annual Meeting, and except as described above, the nominees will serve until our 2029 Annual Meeting of Stockholders and until their successors have been elected and qualified or until they resign, die, or are removed from our Board. Information about the nominees and each director whose term is continuing after our Annual Meeting is provided on the following pages.

Our Board recommends a vote "FOR" each director nominee named above.

‌Eksy's Boaí»

The following table provides summary information about our nominees and continuing directors. See pages 14-19 for more information.

G. XnLícw BallaíL

Maíla Blow

Gaíy S. Bíigg3

M. Mickclc Buín3

Age: 53

Director Since: 2021

Class: I

Committees: Compensation

Age: 55

Director Since: 2021 Class: III Committees: Risk Oversight (Chair)

Age: 63

Director Since: 2018

Class: III

Committees: Risk Oversight

Age: 68

Director Since: 2014 Class: II Committees: Audit;

Nominating and Corporate Governance

Eíuki Fakcl Goyal

Age: 49

Director Since: 2026

Class: I

Committees: None

Maígaíck M. S"ykk

Age: 62

Director Since: 2016

Class: I

Committees: Audit (Chair); Risk Oversight

Mcli33a Rciff

Age: 71

Director Since: 2015 Class: III Committees:

Maíc Skcinbcíg

Age: 36

Director Since: 2024

Class: I

Committees: Audit

DaviL S. Ro3cnblakk

Age: 58

Director Since: 2025

Class: III

Committees: Compensation

FícL Wil3on

Age: 64

Director Since: 2007 Class: II Committees: Audit;

Jo3k Silvcí"an

Age: 57

Director Since: 2016 Class: II Committees: None

Diícckoí Skill3 anL Exycíicncc Makíix

All of our directors bring leadership, corporate governance, and finance, accounting, or financial reporting oversight experience to our boardroom. In addition, our directors complete a detailed skills and experience self-assessment. The following chart summarizes other areas important to the oversight of Etsy's business where, based on those self-assessments, our directors have substantial knowledge and experience.

XnLícw BallaíL

Maíla Blow

Gaíy Bíigg3

Mickclc Buín3

Eíuki Fakcl Goyal

Mcli33a Rciff

DaviL Ro3cnblakk

Jo3k Silvcí"an

Maígaíck S"ykk

Maíc Skcinbcíg

FícL Wil3on

Technology, e-commerce and

digital media

Brand strategy, marketing, or merchandising

Global commerce or international business

AI/Machine Learning

Human

resources

Information security/ cybersecurity

Other current public company board service

Contributes to our understanding of how business and technology can strengthen our communities and empower people and entrepreneurship while Keeping Commerce Human.

Provides awareness of approaches that effectively communicate the story and value of our brand and our mission.

Contributes to an understanding of how our two-sided online marketplaces connect millions of passionate and creative buyers and sellers around the world and the infrastructure needed to support our global operations.

Contributes to our understanding of the development, deployment, or strategic oversight of AI technologies, including ethical governance and risk management.

Enhances oversight of Etsy's key human resources strategies and programs through understanding of how we manage and develop our workforce and foster an inclusive environment.

Contributes to an understanding of areas where we believe Etsy can most effectively advance positive environmental and social outcomes while supporting our long-term business objectives.

Provides awareness of how strategic transactions, including acquisitions, divestitures, and capital market transactions, could impact our business and/or inflect our market opportunity.

Enhances our understanding of the complex landscape of evolving laws, regulations, rules, and standards governing payments processing, as well as the direct and third-party processor operational and compliance risks.

Enhances Board oversight of management's risk management processes.

Enhances oversight of information security, cyber readiness, and data privacy protection and

risks associated with cybersecurity matters.

Provides understanding of how scalable data analytics and machine learning can be used to enhance the performance of our platform and improve our buyers' and sellers' experiences.

Contributes to practical understanding of organizations, processes, governance, and oversight of strategy, risk management, and growth.

‌Diíєckoí No"i»єєs a»» Co»ki»ui»g Diíєckoís

No"incc3 foí Elcckion ko a Tkícc-Ycaí Tcí" Exyiíing ak kkc حoحe Xnnual Mccking of SkockkolLcí3

M. Mickclc Buín3

INDEPENDENT

Age: 68

Director since: 2014

M. Michele Burns brings to our Board her expertise in corporate finance, accounting, governance, and strategy. She also brings expertise in global and operational management, including a background in organizational leadership and human resources, and experience as a public company Chief Financial Officer and director.

Advisory Board at Stanford Center on Longevity at Stanford University since October 2019 and Center Fellow and Strategic Advisor from 2012 to October 2019

Chief Executive Officer of Retirement Policy Center sponsored by Marsh & McLennan Companies, Inc. from 2011 to 2014

Chairman and Chief Executive Officer of Mercer LLC, a human resources consulting firm, from 2006 to 2011

Prior to that: Chief Financial Officer of Marsh and McLennan Companies, Inc., Chief Financial Officer and Chief Restructuring Officer of Mirant Corporation, Chief Financial Officer of Delta Air Lines, Inc., and various positions at Arthur Andersen, serving ultimately as the Senior Partner, Southern Region Federal Tax Practice

Anheuser-Busch InBev SA (since 2016)

Circle Internet Group, Inc. (since 2013; publicly traded since August 2025)

Goldman Sachs Group, Inc. (since 2011)

Cisco Systems, Inc. (2003 to 2023)

Walmart, Inc. (2003 to 2013)

Jo3k Silvcí"an

Age: 57

Director since: 2016

Josh Silverman brings to our Board his deep familiarity with our business through his tenure as our former Chief Executive Officer, and his significant executive, operational, strategic, payments, data, and marketing experience. He also brings expertise in scaling and leading online marketplaces and technology companies.

Executive Chair of Etsy since January 2026

Chief Executive Officer of Etsy from May 2017 to December 2025, and President of Etsy from May 2017 to December 2024

Senior Operating Advisor at Hellman & Friedman, a private equity firm, in 2017

Executive in Residence at Greylock Partners, a venture capital firm, in 2016

President of Consumer Products and Services of American Express Company from 2011 to 2015

Prior to that: Chief Executive Officer of Skype from 2008 to 2010; Chief Executive Officer of Shopping.com, an eBay company, from 2006 to 2008; and, prior to that, served in various executive roles at eBay

Co-Founder and Chief Executive Officer of Evite, Inc. from 1998 to its sale in 2001

Instacart (Maplebear, Inc.) (since 2025)

Shake Shack Inc. (2016 to May 2026)

FícL Wil3on

INDEPENDENT

Director since: 2007

Fred Wilson brings to our Board his extensive experience with technology and social media companies, as well as his deep understanding of our business and operations through his tenure on our Board and as one of our early investors. Fred has significant experience in corporate governance, technology company strategy, and scaling businesses in growth.

He is also a well-known thought leader on technology, venture capital, and management matters.

Founder and Partner of Union Square Ventures, a venture capital firm, since 2003

Chair of our Board from May 2017 to December 2025, having served as our Lead Independent Director from 2014 to 2017 and since January 2026

Prior to that: Venture capitalist for over 30 years

Coinbase Global, Inc. (since January 2017; publicly traded since April 2021)

Director of various private companies in connection with his role at Union Square Ventures and in a personal capacity

Diícckoí3 Gonkinuing in Officc

G. XnLícw BallaíL

INDEPENDENT

Director since: 2021

C. Andrew Ballard brings to our Board his executive and leadership experience across the technology, marketing, data analytics, media, and finance industries, as well as his strategic business and acquisition experience as a director of, and investor in, businesses in all stages of growth.

Founder and Managing Partner of Figtree Partners, an investment firm focused on software and technology, since 2012

Chief Executive Officer and Co-Founder of Wiser Solutions, Inc., a software and data company focused on brands and retailers, from 2012 to 2025

Senior Advisor at Hellman & Friedman LLC, a private equity firm, from 2012 to 2019, and Managing Director, from 2006 to 2012

Prior to that: various positions at Bain Capital, LLC and Bain & Company, Inc.

Domino's Pizza, Inc. (2015 to November 2025)

Director of private companies, including CrossFit, Bleeker Street, Datacor, Inc., and Zignal Labs

Maíla Blow

INDEPENDENT

Director since: 2021

Marla Blow brings to our Board her significant experience with payments and financial services, her experience as a regulator, and her expertise in platforms that support small business. In addition, she has advocated for creative entrepreneurship as a path to economic empowerment, and brings experience as a purpose-driven leader in both the private and public sectors.

Chief Executive Officer of Skoll Foundation, which invests in and supports social entrepreneurs, where she leads Skoll's program work, grants, investments, and financial management, since June 2025, and President and Chief Operating Officer from

April 2021 to May 2025

Senior Vice President for Social Impact in North America of Mastercard Center for Inclusive Growth from October 2019 to March 2021

Founder and Chief Executive Officer of FS Card Inc., a subprime credit card venture, from 2014 to January 2019 (sold to a strategic acquirer); and a Partner in Fenway Summer LLC, a consumer finance investment and venture capital firm that incubated FS Card

Prior to that: Assistant Director of Card and Payments Markets Group at the Consumer Financial Protection Bureau, and various positions in the credit card business at Capital One

Director of Square Financial Services, an independent banking subsidiary of Block Inc., formerly known as Square, Inc., and Betterment, Inc.

Gaíy S.

Bíigg3

Gary S. Briggs brings to our Board his significant brand strategy and marketing expertise, as well as his executive and leadership experience at technology and e-commerce companies.

INDEPENDENT

Director since: 2018

Senior Advisor for Marketing at OpenAI since June 2025

Senior Advisor for Paid Media at Biden for President, from April 2024 to July 2024, and Harris for President from July 2024 to November 2024

Chairman of Hawkfish, LLC, a political data and technology-based digital marketing company, from September 2019 to May 2021

Vice President and Chief Marketing Officer of Facebook, Inc. (now known as Meta Platforms, Inc.), a social media company, from 2013 to November 2018

Prior to that: various marketing roles at Google, Inc., eBay Inc., PayPal, Inc., IBM Corp., and PepsiCo

Petco Health & Wellness Company Inc. (since 2018)

Afterpay Limited (January 2020 to March 2022) (acquired by Block, Inc., formerly Square, Inc.)

Director of private companies Combe, Inc., Omaze, Inc., and Simplisafe, and director at not-for-profit Committee to Protect Journalists

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Kruti Patel Goyal brings to our Board deep institutional knowledge gained through her role as our President and Chief Executive Officer, our former Chief Growth Officer and our former Chief Executive Officer of our Depop subsidiary, and her tenure in various leadership roles at Etsy. She has significant executive, operational, and strategic expertise, as well as a background in product development, marketing, trust and safety, and strategy.

Director since: 2026

Chief Executive Officer of Etsy since January 2026, and President since January 2025 Chief Growth Officer of Etsy from January 2025 to December 2025

Chief Executive Officer of our Depop subsidiary from September 2022 to March 2025 Chief Product Officer of Etsy from October 2019 to July 2022

Prior to that: Ms. Patel Goyal held several senior leadership roles at Etsy, including Senior Vice President, Product, General Manager of Seller Services, leading our Business & Corporate Development function, leading our International team, and leading our Marketplace Integrity and Trust & Safety teams. Before joining Etsy in 2011, Ms. Patel Goyal held roles at Viacom, (RED), General Atlantic Partners, and Morgan Stanley.

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Melissa Reiff brings to our Board her significant operational experience, her expertise in retail, marketing, and merchandising, and her knowledge of executive compensation and talent management. She also brings experience as a Chief Executive Officer and as a director of public companies.

Chief Executive Officer of The Container Store Group, Inc., a storage and organization specialty retailer, from 2016 until her retirement in February 2021

President and Chief Operating Officer of The Container Store Group, Inc., from 2013 to 2016, having served as President from 2006 to 2013

INDEPENDENT

Director since: 2015

Cricut, Inc. (since March 2021)

The Container Store Group, Inc. (2007 to September 2021)

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INDEPENDENT

Director since: 2025

David S. Rosenblatt brings to our Board his extensive experience in the digital marketplace, online advertising and digital marketing technology and services industries, as well as his significant executive and leadership experience, including as a public company Chief Executive Officer and director.

Chief Executive Officer and member of the board of 1stDibs.com, Inc., an online marketplace for design, including furniture, art, jewelry, and fashion, since 2011

President of Global Display Advertising of Google, Inc. (now known as Alphabet Inc.), a multinational technology company, from 2008 to 2009

Prior to that: several executive positions at DoubleClick, a digital marketing technology and services company acquired by Google in 2008, including Chief Executive Officer from 2005 to 2008 and President from 2000 to 2005, after joining as part of its initial management team in 1997

1stDibs.com, Inc. (since 2021)

IAC Holdings, Inc. (since 2008)

Twitter (now known as X Corp.) (2010 to October 2022)

Farfetch (2017 to 2023)

GSI Commerce (2010 to 2011)

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INDEPENDENT

Director since: 2016

Margaret M. Smyth brings to our Board her expertise in public company finance, accounting, strategic planning, and risk management. In addition, she brings significant international experience and leadership through her service as an executive and director of global public companies. Ms. Smyth also has experience in advancing sustainability accounting practices, holds SASB's FSA Credential, and holds a Certificate in Cyber-Risk Oversight from Carnegie Mellon University and the NACD, a Certificate from the NYU Law - Nasdaq Center for Board Excellence Cyber Scholar Program, and a Fundamentals of ESG Certificate from the AICPA. She is a member of the Nasdaq Center for Board Excellence Advisory Council and a member of the Wall Street Journal Board of Directors Council.

Senior Advisor to the Transaction Advisory Group and Corporate Transactions Group at Alvarez & Marsal, a global consulting firm, since January 2026

Partner at Global Infrastructure, QIC, a global infrastructure investor focused on ESG-themed investments in energy and the energy transition, transport, and social/public/ private partnership sectors, from July 2021 to December 2025

U.S. Chief Financial Officer of National Grid plc, a multinational energy company, from 2014 to June 2021

Vice President of Finance of ConEdison, Inc. from 2012 to 2014

Prior to that: senior financial roles at United Technologies and 3M; Senior Managing Partner at Deloitte & Touche and Arthur Andersen

Lilium N.V. (September 2021 to December 2024)

Frontier Communications Parent, Inc. (June 2021 to January 2026)

Remitly Global, Inc. (since May 2021)

Mutual of America Financial Group (two funds) (since 2005)

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INDEPENDENT

Age: 36

Director since: 2024

Marc Steinberg brings to our Board his experience as an investor having responsibility for public and private equity investments across a broad range of industries and as a board member in the technology, media, and telecommunications sectors.

Partner at Elliott Investment Management, L.P., an investment management firm, since January 2024, and various other roles at Elliott Investment Management, L.P. from 2015 to January 2024

Prior to that: Centerview Partners (2012 to 2015)

Honeywell International Inc. (since May 2025)

Pinterest, Inc. (since December 2022)

Director of various private companies including Nielsen Holdings, plc and Syneos Health

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We believe Etsy is a unique company and, because of that, our Board's philosophy is that effective corporate governance should not be a one-size-fits-all solution. Our governance strategy has continued to evolve as Etsy has matured as a public company. Below are select recent governance updates, many of which have been made in response to feedback from our long-term stockholders, as well as the key features of our corporate governance program:

Lead Independent Director

Board comprised of sophisticated and fully engaged directors with different areas of relevant expertise

Independent Board, except our Executive Chair and CEO

Independent Committee members

Distribution of director tenures, resulting in a Board with both institutional and fresh perspectives

Notice required before accepting an invitation to serve on additional for-profit boards

Overboarding policy applicable to directors

Strong commitment to diversity of all types in Board composition

Stock ownership guidelines for directors and executive officers

Clawback policy

Policy of no pledging or hedging of Etsy shares for current employees and directors

Robust code of conduct applicable to directors, officers, and employees

Regular executive sessions of independent and non-management directors

Active Board risk management oversight

Risk Oversight Committee assists our Board with oversight of Etsy's management of risk exposures, as well as management's processes for effectively monitoring and mitigating risk

Annual Board and Committee self-evaluations overseen by our Nominating and Corporate Governance Committee

Periodic reviews of our corporate governance structure

Rigorous CEO evaluation process, and independent director oversight of executive succession planning

Majority voting standard for corporate action requiring stockholder approval.

Majority voting standard for director elections.

Any nominee for director who receives more votes against than for in an uncontested election to must offer his or her resignation for consideration by our Nominating and Corporate Governance Committee and our Board.

Active, year-round stockholder engagement program

Proxy access bylaw allows stockholders to nominate and include directors in our proxy materials

As described on the following pages, we maintain a stockholder engagement program that helps to inform our corporate governance practices. Feedback from our stockholders is shared with our Nominating and Corporate Governance Committee, which reports to our full Board of Directors on recommendations regarding our Corporate Governance.

Disclaimer

Etsy Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2026 at 20:25 UTC.