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Elect Gary S. Briggs, Edith W. Cooper, and Melissa Reiff as Class III directors to serve until our 2024 Annual Meeting of Stockholders and until their respective successors have been elected and qualified or until they resign, die, or are removed from the Board of Directors;

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Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

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Consider an advisory vote to approve executive compensation; and

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Transact any other business that may properly come before the Annual Meeting.

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Etsy assembled a COVID-19 task force in January and moved to a fully remote workforce by early March. Despite this shift in working environment, our team remains highly productive. During this time we allocated resources to critical infrastructure improvements to more accurately categorize our inventory and are investing in longer-term initiatives such as search and frequency and are seeing encouraging data from our recent product launches.

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In living up to our mission to “Keep Commerce Human,” we introduced several initiatives during the year to support our seller community during this challenging time. These included waiving fees for our new Offsite Ads service, extending our free trial into May; offering a one-month grace period to give sellers extra time to pay their bills; issuing a seller guide to managing an Etsy shop during COVID-19; and providing 24/7 member support to address any questions with their businesses, delivery times, and shipping issues.

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We completed the migration of seller listings to our new Offsite Ads, an iteration on our advertising offerings, to help sellers more effectively drive traffic to their listings. Etsy pays the upfront costs to promote Etsy sellers’ listings on multiple internet platforms without any upfront costs for sellers. We added enhancements to our Etsy Ads (formerly Promoted Listings) service, improving the relevance of ads in search and the speed of incorporating changes in a seller’s budget. We also made our Etsy Ads infrastructure more efficient, providing better search results while simultaneously using fewer cloud resources. To add to the seller experience, we launched performance graphs in the Etsy Ads dashboard, helping to make advertising on Etsy as easy as possible for our sellers.

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We adjusted our marketing strategies and spend for the Etsy marketplace during the year to respond quickly to the changing macro dynamics. Performance marketing spend adjusts naturally with demand, and we significantly increased our investments in marketing, launching several U.S. TV ad campaigns throughout the year, including both direct response ads and those designed to create an emotional connection with consumers, as well as holiday campaigns in the United Kingdom and Germany. Over the year we have made significant progress with full funnel marketing and optimization across channels.

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2020 was an unprecedented year due to the global pandemic and broad social issues impacting our team and the communities we serve. Despite these challenges, we continued to make progress on our Impact goals, including our economic Impact goals, with U.S. Etsy sellers contributing $13 billion to the U.S. economy in 2020 and creating 2.6 million jobs, while generating nearly $4 billion in income to U.S. households. For additional details about our Impact strategy, including the progress we have made against our economic, social and ecological goals, please see “Our Impact Strategy and Progress” below.

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Gross merchandise sales (“GMS”) grew by 106.7% year-over-year to $10.3 billion, up from $5.0 billion in 2019, with 36% of GMS coming from transactions where a buyer, a seller, or both, were located outside of the United States.

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Revenue increased by 110.9% year-over-year to a total of $1.7 billion, up from $818.4 million in 2019, led by Marketplace revenue growth of 119.5%.

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Net income was $349.2 million, compared to $95.9 million in 2019.

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Non-GAAP Adjusted EBITDA was $549.1 million, representing an increase of 194.8% year-over-year, compared to $186.3 million in 2019. Non-GAAP Adjusted EBITDA margin (i.e., non-GAAP Adjusted EBITDA divided by revenue) was 31.8%, compared to 22.8% in 2019. See “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP.

*

The statements above regarding our 2021 goals are forward-looking statements and are subject to material risks and uncertainties, including risks related to our corporate social responsibility metrics as set forth in our Annual Report on Form 10-K for year ended December 31, 2020 and subsequent current and periodic reports we file with the SEC.

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92% of employees submitted a response; and

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81% of Etsy respondents and 75% of Reverb respondents reported favorable employee engagement.

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We have a gender-blind parental leave policy that is available to all Etsy employees globally. Through this policy we aim to support and enable parents to play equal roles in building their careers and nurturing their families.

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We offer our employees paid time off to volunteer so that they can support the causes and organizations they are passionate about.

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We have a standalone mental health program that offers free coaching and therapy to help employees proactively reduce stress, or build healthier habits in and out of work.

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We offer subsidized childcare benefits designed to give working parents the additional support needed to balance building a career and raising a family.

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We reward employees with the benefit of paid sabbatical leave after extended service. This policy aims to give employees with significant tenure a chance to recharge and focus on personal passions away from work, and then return with renewed energy and commitment.

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Josh Silverman, President and Chief Executive Officer, leading Etsy in its growth and strategic direction

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Rachel Glaser, Chief Financial Officer, overseeing our global financial operations

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Mike Fisher, Chief Technology Officer, leading our engineering teams

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Kruti Patel Goyal, Chief Product Officer, leading our product teams

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Ryan Scott, Chief Marketing Officer, leading our marketing teams

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Raina Moskowitz, Chief Operations, Strategy, and People Officer, overseeing our strategy and leading our human resources and operations teams

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Jill Simeone, Chief Legal Officer and Corporate Secretary, leading our legal, policy, compliance and advocacy teams

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Race/Ethnicity: one director self-identified as Black

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LGBTQ+: one director self-identified as lesbian

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Disability/Differently-abled: one director self-identified as disabled

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Citizenship: two directors self-identified as having dual citizenship - United States plus another country

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Independent Board Chair

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Fully independent Board, except our CEO

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100% independent Committee members

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Regular executive sessions of independent directors

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A Board comprised of sophisticated and fully engaged directors with different areas of relevant expertise and additional dimensions of diversity

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Equal representation of men and women on our Board

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Even distribution of director tenure, resulting in a Board with both institutional and fresh perspectives

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A director resignation policy requiring any nominee for director receiving more votes “withheld” than “for” in an uncontested election to offer his or her resignation for consideration by the Nominating and Corporate Governance Committee and the Board

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Active role by our Board in risk management oversight

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Stockholder engagement program

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

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

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Periodic reviews of our corporate governance structure, including our charter, bylaws, Committee charters, corporate governance guidelines, and code of conduct, to ensure they are appropriate for a company of our stage of development and market size

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Rigorous CEO evaluation process

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Independent director oversight of executive succession planning

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

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access and view the proxy materials over the internet;

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vote; and

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request a paper or e-mail copy of the proxy materials.

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The election of Gary S. Briggs, Edith W. Cooper, and Melissa Reiff as Class III directors to serve until the 2024 Annual Meeting of Stockholders and until their successors have been elected and qualified or until they resign, die, or are removed from the Board;

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The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

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An advisory vote to approve executive compensation, which is commonly referred to as the “say-on-pay” vote.

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“FOR” the election of Gary S. Briggs, Edith W. Cooper, and Melissa Reiff as Class III directors;

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“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

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“FOR” the approval, on an advisory basis, of executive compensation.

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providing a new proxy bearing a later date (which automatically revokes the earlier proxy) by internet, telephone, or mail (and until the applicable deadline for each method); or

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attending and voting at the virtual Annual Meeting.

*

A “broker non-vote” occurs when a beneficial owner of shares held by a broker, bank, trustee, or nominee does not give voting instructions to his or her broker, bank, or other securities intermediary as to how to vote on matters deemed to be “non-routine” and, as a result, the broker, bank, or other securities intermediary may not vote the shares on those

**

The Board has adopted a director resignation policy which requires any nominee for director who, in an uncontested election, receives more votes “withheld” than “for” his or her election to offer his or her resignation for consideration by the Nominating and Corporate Governance Committee and subsequently by the Board. Our director resignation policy is incorporated into our Corporate Governance Guidelines, a copy of which can be found through the “Governance” link on our Investor Relations page at investor.etsy.com.

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The full Board oversees the management of risks relating to our business strategy and capital structure; our legal, policy, regulatory, and compliance program; our data privacy, technology, and information security, including cybersecurity; and our insurance program;

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The Audit Committee oversees the management of risks associated with financial reporting, accounting and auditing matters, and investment guidelines;

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The Compensation Committee oversees the management of risks associated with executive compensation policies and programs and human capital management, including our strategy and efforts relating to diversity, equity and inclusion; and

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The Nominating and Corporate Governance Committee oversees the management of risks associated with corporate governance matters, such as director independence, conflicts of interest, composition and organization of our Board, director succession planning, and progress against our Impact strategy.

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appoints and oversees our independent registered public accounting firm, including its qualifications, independence, and performance, and pre-approves the scope and plans for audits, all audit engagement fees, and all permissible non-audit engagements;

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reviews and discusses with management and the independent registered public accounting firm our annual audited and quarterly unaudited financial statements and annual and quarterly reports on Forms 10-K and 10-Q and related matters, including any non-GAAP financial measures;

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oversees the performance of our internal audit function;

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oversees our procedures for the receipt, retention, and treatment of any complaints regarding accounting, internal accounting controls, or auditing matters, and for the confidential and anonymous submissions by our employees concerning questionable accounting or auditing matters;

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reviews and oversees related person transactions; and

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oversees the management of risks associated with financial reporting, accounting, and auditing matters, including our guidelines and policies with respect to risk assessment and risk management.

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oversees and reviews our compensation philosophy and strategy;

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establishes goals and objectives relevant to compensation for the CEO and other senior officers and evaluates their performance against those goals;

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reviews and approves the form and amount of compensation to be paid to the CEO and other senior members of the executive team either directly or through the establishment of a sub-committee;

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administers our incentive plans, including approving the terms and conditions of awards;

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recommends to Board adoption of executive compensation policies;

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recommends the form and amount of compensation to be paid to non-employee Board members;

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oversees human capital management, including our employee talent and development programs, diversity and inclusion policies and strategies, retention and attrition, and periodically reviewing succession planning for key roles other than the CEO (for which succession planning is overseen by the Board); and

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oversees the management of risks associated with our compensation policies, programs and practices, including an annual risk assessment to determine whether our compensation program encourages inappropriate risk-taking.

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advises the Board on corporate governance matters generally, and recommends to the Board appropriate or necessary actions to be taken by Etsy;

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reviews the composition and size of the Board and makes recommendations to the Board;

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recommends to the Board criteria for Board membership, including qualifications, qualities, including areas of expertise, differences of viewpoint, age, skill, gender, race, and other individual characteristics, as well as other relevant factors;

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actively seeks out diverse director candidates to include in the pool from which Board nominees are chosen;

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reviews and recommends to the Board the director nominees;

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oversees the annual evaluation of the Board and each Committee;

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reviews the composition of each Committee and recommends members and chairs;

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reviews the structure and operations of our Committees;

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reviews director orientation and continuing education offerings and makes recommendations, as needed;

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oversees the management of risks associated with director independence, conflicts of interest, board composition and organization, and director succession planning; and

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periodically reviews our economic, social, and ecological Impact goals and our progress against those goals.

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the current size and composition of the Board and the needs of the Board and Board committees;

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high integrity and adherence to our values;

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qualities such as character, judgment, independence, relationships, experience, length of service, and the like;

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commitment to enhancing long-term stockholder value;

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diversity of backgrounds, which is construed broadly to include differences of viewpoint, age, skill, gender, race, ethnicity, and other individual characteristics;

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financial literacy or financial expertise or other requirements as may be required by applicable rules;

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sufficiency of time to carry out their Board and committee duties;

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the range of expertise and experience of the Board, including at the policy-making level, in business, government, technology or other areas relevant to our business; and

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other factors, including conflicts of interest or competitive issues.

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reviewed and discussed with management our audited financial statements for the fiscal year ended December 31, 2020;

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discussed with our independent registered public accounting firm, PwC, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”); and

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received the written disclosures and the letter from PwC required by the applicable PCAOB requirements for the independent accountant communications with audit committees concerning auditor independence, and has discussed with PwC its independence.

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Josh Silverman, President and Chief Executive Officer;

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Rachel Glaser, Chief Financial Officer;

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Mike Fisher, Chief Technology Officer;

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Kruti Patel Goyal, Chief Product Officer; and

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Ryan Scott, Chief Marketing Officer.

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approximately $10.3 billion in GMS, representing 106.7% growth over the prior year;

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$1.7 billion in revenue, representing 110.9% growth over the prior year;

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net income of $349.2 million, representing 264.2% growth over the prior year; and

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non-GAAP adjusted EBITDA of $549.1 million, representing 194.8% growth over the prior year. See “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP.

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GMS grew from $3.3 billion in 2017 to approximately $10.3 billion in 2020, representing a 47% compound annual growth rate over the period;

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Revenue grew from $441 million in 2017 to $1.7 billion in 2020, representing a 58% compound annual growth rate over the period;

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Net income grew from $82 million in 2017 to $349.2 million in 2020, representing 62% compound annual growth rate over the period;

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Non-GAAP adjusted EBITDA grew from $80 million in 2017 to $549.1 million in 2020, representing a 90% compound annual growth rate over the period; and

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Etsy was admitted to the S&P 500 in 2020.

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A performance-based equity award (the “2021 Silverman Performance Award”) to retain, incentivize and motivate Mr. Silverman for the next four years, drive Etsy's long-term growth and promote the alignment of Mr. Silverman’s compensation with long-term stockholder value creation. The 2021 Silverman Performance Award is in the form of performance share units (“PSUs”), with the target number of shares of our common stock underlying the award equal to 114,836 shares. The target number of shares underlying the award was determined by dividing $25 million by the average closing price of our common stock on Nasdaq on the 30 trading days immediately preceding and including March 15, 2021. The number of shares earned under the 2021 Silverman Performance Award will be based on our actual level of performance achieved as measured against four performance goals during a three-year performance period commencing January 1, 2021 and ending December 31, 2023. The number of shares that may be earned will range from 0% to 200% of the target number of PSUs subject to the 2021 Silverman Performance Award, generally subject to Mr. Silverman’s continued service through the vesting dates. The shares will be earned and vest based on Mr. Silverman's continued service and performance on four equally-weighted metrics: (1) GMS; (2) revenue; (3) adjusted EBITDA margin (the performance metrics (1), (2) and (3) are referred to as the “financial

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Annual equity awards to be granted as part of Etsy’s 2021 annual compensation cycle, with an aggregate grant date fair value of $9 million, of which 60% will be in the form of RSUs and 40% will be in the form of stock options. The RSUs and stock options vest in eight equal semi-annual installments, beginning on October 1, 2021, generally subject to Mr. Silverman's continued service with Etsy on each vesting date. The Compensation Committee determined that Mr. Silverman will be eligible to receive annual equity awards as part of Etsy’s annual compensation cycle going forward, provided that the terms of any such future equity award, including the value and the form of the award, will take into account the market compensation data for chief executive officers in our Compensation Peer Group (as defined below) and that any such future equity awards will be granted at the discretion of our Board or the Compensation Committee.

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Base Salary: $600,000, increased from $500,000 in March 2020. The Compensation Committee believed this increase was appropriate in recognition of his individual performance, his experience and overall contribution to our business, Etsy’s performance under his leadership, and to bring his base salary closer to the median of the non-founder CEOs within the Compensation Peer Group.

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Annual Incentive: Mr. Silverman is eligible to participate in our annual cash incentive program with a target award opportunity equal to 100% of base salary, based 80% on the achievement of corporate performance objectives and 20% on individual performance. The actual 2020 cash incentive award paid was $1,150,000, reflecting 192% of his target award opportunity. To determine Mr. Silverman’s individual performance portion of his 2020 cash incentive award, which was assessed at 160% of target, the Compensation Committee considered Mr. Silverman’s overall leadership of our organization during 2020 and his individual performance as measured against the individual goals reviewed by the Compensation Committee in April 2020 and approved in June 2020, which included goals related to financial performance, customer satisfaction, sustainability, and human capital management, including attracting, retaining and developing top, diverse talent. In particular, the Compensation Committee acknowledged Mr. Silverman's success in effectively managing Etsy through the turbulence of 2020 and achieving key financial targets, improving the product experience and thus driving GMS, creating more habitual buyers and unlocking new marketing channels, and achieving significant sustainability, hiring, and diversity and inclusion goals. In 2020, Etsy achieved record levels of GMS (up approximately 107% year-over-year) and revenue (up approximately 111% year-over-year), an adjusted EBITDA margin of approximately 32% for 2020 and expanded our community to 4.4 million active sellers (up approximately 62% year-over-year), serving nearly 82 million active buyers (up approximately 77% year-over-year) at year-end. Of the 60.7 million new and reactivated buyers, approximately 17% made four or more purchases across two or more categories, and habitual buyers, defined as Etsy buyers who have spent $200 or more and made purchases on six or more days in the previous 12 months, grew to 6.5 million (up approximately 157% year-over-year). We also significantly enhanced the search and discovery experience on the Etsy marketplace. In addition, despite the turbulence of 2020, Mr. Silverman remained focused on our sustainability, hiring, and diversity and inclusion goals, allowing Etsy to meet our goal to source 100% of our electricity from renewable energy by 2020 and increasing Black, Latinx, and Native American people in Etsy’s and Reverb’s combined leadership-level workforce, to 8.6% (up from 4.5% in 2019).

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Long-Term Incentive: As discussed above, Mr. Silverman did not receive an equity award in 2020, pursuant to the terms of his 2017 offer letter. In early 2021, Mr. Silverman was granted certain equity awards in the form of PSUs, RSUs and stock options, which are discussed in detail under “Overview of 2021 Compensation Decisions” above.

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Home Security: In August 2020, the Compensation Committee approved the installation of a home security system at Mr. Silverman’s home for which we paid approximately $200,000, with such amount covering configuration, hardware and installation costs, as well as internet services associated with the home security system.

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Base Salary: $425,000, increased from $400,000 in March 2020 in light of her job responsibilities and performance and peer group comparisons.

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Annual Incentive: Eligibility to participate in our annual cash incentive program with a target award opportunity equal to 75% of base salary, based 70% on the achievement of corporate performance objectives and 30% on individual performance. The actual 2020 cash incentive award paid was $600,000, reflecting 188% of her target award opportunity. To determine Ms. Glaser’s individual performance portion of her 2020 cash incentive award, which was assessed at 161% of target, the Compensation Committee considered Ms. Glaser’s performance with respect to developing and executing our 2020 operating plan priorities and delivering strong financial results, and ably forecasting and navigating the business through the turbulent macro environment of 2020. In particular, Ms. Glaser led teams that expanded profitability and free cash flow, launched installment payments, refinanced our convertible debt to achieve an even stronger balance sheet for investments in future growth, increased efficiency for both Etsy and Reverb quarterly close processes, managed enterprise risk and grew enterprise value by solid execution of financial results along with clear and transparent investor communication. Ms Glaser and her finance team also led and facilitated many of Etsy’s key initiatives in 2020 to support our team and communities during a turbulent time, including fee reductions for sellers at the start of the COVID-19 pandemic, philanthropic donations and our expanded diversity, equity and inclusion investments. Further details regarding these activities can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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Long-Term Incentive: In March 2020, we granted Ms. Glaser equity awards with an aggregate grant date fair value of $3,000,000, allocated by value approximately 60% RSUs and 40% stock options. The Compensation Committee believed the mix of RSUs and stock options was appropriate in order to align with stockholder interests. The RSUs and stock options vest in eight equal semi-annual installments, beginning on October 1, 2020, provided she remains in service with us on each vesting date.

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Travel Reimbursement: In early 2020, the Compensation Committee provided Ms. Glaser with a $36,000 travel allowance to cover travel between New York and Los Angeles from May 2020 through April 2021 (at the time, such travel was expected to resume shortly).

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Base Salary: $425,000, increased from $400,000 in March 2020 in light of his job responsibilities and performance and peer group comparisons.

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Annual Incentive: Eligibility to participate in our annual cash incentive program with a target award opportunity equal to 75% of base salary, based 70% on the achievement of corporate performance objectives and 30% on individual performance. The actual 2020 cash incentive award paid was $600,000, reflecting 188% of his target award opportunity. To determine Mr. Fisher’s individual performance portion of his 2020 cash incentive award, which was assessed at 161% of target, the Compensation Committee considered Mr. Fisher’s overall leadership of our organization and his performance with respect to delivery on our 2020 financial plan while maintaining strong site up-time for all public facing services. In addition, the Compensation Committee noted his success in measurably increasing engineering’s productivity, efficiency and engagement, and increasing the focus on diversity and inclusivity in engineering cohorts. In particular, Mr. Fisher led Etsy’s migration to Google Cloud, which was completed early in 2020, enabling us to handle the massive influx of traffic to our marketplace, which served as the foundation for our launch of personalized search results and innovative products like augmented reality and listing videos. Mr. Fisher also scaled our developer productivity and marketplace experience teams, invested in new technologies and approaches that are expected to drive aspects of Etsy’s future product roadmap, and increased focus on inclusivity across our engineering teams.

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Long-Term Incentive: In March 2020, we granted Mr. Fisher equity awards with an aggregate grant date fair value of $3,000,000, allocated by value approximately 60% RSUs and 40% stock options. The Compensation Committee believed the mix of RSUs and stock options was appropriate in order to align with stockholder interests. The RSUs and stock options vest in eight equal semi-annual installments, beginning on October 1, 2020, provided he remains in service with us on each vesting date.

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Travel Allowance: In early 2020, the Compensation Committee provided Mr. Fisher with a $36,000 travel allowance to cover travel between New York and Ohio from May 2020 through April 2021 (at the time, such travel was expected to resume shortly).

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Base Salary: $380,000, increased from $355,000 in March 2020 in light of her job responsibilities and performance and peer group comparisons.

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Annual Incentive: Eligibility to participate in our annual cash incentive program with a target award opportunity equal to 60% of base salary, based 70% on the achievement of corporate performance objectives and 30% on individual performance. The actual 2020 cash incentive award paid was $430,000, reflecting 189% of her target award opportunity. To determine Ms. Patel Goyal’s individual performance portion of her 2020 cash incentive award, which was assessed at 162% of target, the Compensation Committee considered Ms. Patel Goyal’s leadership in delivering on our 2020 financial plan and in improving the overall customer experience. In particular, Ms. Patel Goyal led the acceleration of our product experiment

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Long-Term Incentive: In March 2020, we granted Ms. Patel Goyal equity awards with an aggregate grant date fair value of $2,250,000, allocated by value approximately 60% RSUs and 40% stock options. The Compensation Committee believed the mix of RSUs and stock options was appropriate in order to align with stockholder interests. The RSUs and stock options vest in eight equal semi-annual installments, beginning on October 1, 2020, provided she remains in service with us on each vesting date.

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Base Salary: $370,000, increased from $355,000 in March 2020 in light of his job responsibilities and performance and peer group comparisons.

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Annual Incentive: Eligibility to participate in our annual cash incentive program with a target award opportunity equal to 60% of base salary, based 70% on the achievement of corporate performance objectives and 30% on individual performance. The actual 2020 cash incentive award paid was $421,000, reflecting 190% of his target award opportunity. To determine Mr. Scott’s individual performance portion of his 2020 cash incentive award, which was assessed at 165% of target, the Compensation Committee considered Mr. Scott’s performance with respect to delivery of our 2020 financial plan, as well as his contribution to strong year-over-year growth in marketing generated GMS, his successful integration of key marketing technology platforms, and his leadership in the development of meaningful brand differentiation campaigns. For example, under Mr. Scott’s leadership, we invested more heavily in upper funnel strategies through TV, digital video and paid social, utilized new customer relationship management tools and approaches, introduced Offsite Ads, and increased our influencer marketing and earned media activities. Mr. Scott’s team led the work to ensure that the images we proactively create and share in our marketplace are representative of the communities in which we live by committing to include at least 30% representation of black or brown skin tones in marketing assets. In the fourth quarter of 2020, 59% of the images with a human element developed by our creative team had black or brown skin tone representation. Our award-winning Gift Like You Mean It advertising campaign, which aired across the United States during the holiday season, showcased our commitment to diversity and inclusion by featuring Black, Latinx and LGBTQ community members and storylines, as well as people with disabilities.

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Long-Term Incentive: In March 2020, we granted Mr. Scott equity awards with an aggregate grant date fair value of $2,000,000, allocated by value approximately 60% RSUs and 40% stock options. The Compensation Committee believed the mix of RSUs and stock options was appropriate in order to align with stockholder interests. The RSUs and stock options vest in eight equal semi-annual installments, beginning on October 1, 2020, provided he remains in service with us on each vesting date.

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Is responsible for executive compensation decisions, including reviewing, evaluating, and approving the compensation arrangements, plans, policies, and practices for our executive officers, including our NEOs, and overseeing and administering our incentive compensation plans;

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Oversees risk management of our compensation programs, policies and practices, including an annual review of our programs to ensure that they are not reasonably likely to incentivize employee behavior that would result in any material adverse risk to us; and

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Has sole authority to continue or terminate its relationship with outside advisors, including its compensation consultant, and retain additional outside advisors.

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the review and analysis of the compensation for our executive officers, including our NEOs, which included detailed studies and consultations for both the design of Mr. Silverman’s new equity grants awarded in early 2021 and the introduction of PSUs into our 2021 executive compensation program;

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the review of and input on the Compensation Discussion and Analysis section of our proxy statement for our 2020 Annual Meeting of Stockholders;

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the research, review and updating of our Compensation Peer Group;

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the review and analysis of non-employee director compensation;

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support on other ad hoc matters throughout the year; and

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attendance at Compensation Committee meetings as requested.

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in a similar industry and competitive market for talent (internet software and services companies with business models focused on peer-to-peer commerce, transaction- or subscription-based revenue models, and software-as-a-service);

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within a range of 0.5x to 2.0x of our revenue; and

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within a range of 0.33x to 3.0x of our market capitalization.

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Removing: Box, CarGurus, Shutterstock, and Yelp, which were below the market comparison on market capitalization and/or revenue described above.

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Adding: Dropbox, GoDaddy, MercadoLibre, Peloton Interactive, Slack Technologies, Twitter, Wayfair, and Zendesk using the criteria described above.

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Our Board, the Compensation Committee or a subcommittee of two or more members of the Compensation Committee must approve all equity awards granted to senior officers. The Compensation Committee may also delegate its authority to grant awards to employees other than senior officers to two or more officers or directors of Etsy, as the Compensation Committee deems appropriate.

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Unless otherwise approved by our Board or the Compensation Committee, equity awards are granted on pre-established dates as follows:

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For newly-hired and promoted employees, awards are effective on the first business day of the month immediately following the month in which a newly-hired employee’s employment commences or a promoted employee’s promotion occurs (or, if such day is not a trading day, on the following trading day).

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Annual equity awards granted to our employees, including our executive officers, are effective as of March 15th of each year (or, if such day is not a trading day, on the following trading day).

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The exercise price of any option to purchase shares of our common stock will be the closing price of our common stock on Nasdaq on the date of grant. This fair market value is to be determined in accordance with generally accepted accounting principles.

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In order to mitigate the impact of any short-term stock price volatility on the number of stock units granted, the number of stock units in an RSU or PSU award is based on the aggregate dollar value of the award divided by the average closing market price of our common stock on Nasdaq (rounded to the nearest hundredth) for the 30 trading days immediately prior to and including the date of grant, or based on such other methodology as the Compensation Committee may determine in its sole discretion. As a result, the grant date fair value of the awards, computed in accordance with FASB ASC Topic 718 and presented in the Summary Compensation Table and Grants of Plan-Based Awards Table, may be lower or higher than the equity compensation value approved by the Compensation Committee.

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the mix of cash and equity compensation;

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a balance of short and long-term incentive plan designs with multiple performance measures that emphasize top and bottom-line performance;

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our formal policies for equity administration;

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our insider trading policy, which prohibits short sales, hedging or similar transactions, derivatives trading and pledging and using Etsy securities as collateral; and

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the oversight of an independent Compensation Committee.