Sector: Consumer Discretionary
WARBY PARKER INC CLASS A · Meeting: June 8, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Co-CEO and co-founder with tenure since 2009; WRBY's 3-year price return of +105% outperforms the compensation peer group median by +112.6pp, far exceeding the 65pp threshold required to trigger a vote against under the strong-positive TSR tier, and no overboarding, attendance, or independence concerns are present.
Independent director since 2018 with relevant expertise in strategy, branding, and board governance; stock performance trigger does not apply given WRBY's strong outperformance of its peer group, and no overboarding, attendance, or independence concerns are identified.
Lead Director since August 2024 with extensive public company executive and board experience, including healthcare sector expertise; stock performance trigger does not apply given WRBY's strong peer outperformance, and no overboarding, attendance, or independence concerns are present.
All three Class II director nominees — Dave Gilboa (co-CEO/co-founder), Youngme Moon (independent), and Ronald Williams (Lead Director) — receive a FOR vote. WRBY's 3-year price return of +105% outperforms the compensation peer group median of -7.6% by +112.6 percentage points, well above the 65pp threshold for a strong-positive absolute TSR, so the TSR underperformance trigger does not fire for any director. No overboarding, attendance deficiencies, or independence concerns were identified.
CEO
Neil Blumenthal
Total Comp
$9,000,180
Prior Support
98%%
Total reported compensation for Co-CEO Neil Blumenthal was $9,000,180 for fiscal 2025, which is elevated versus a typical Co-CEO benchmark at a $2.8B healthcare/consumer company, but a substantial portion reflects a first-time annual equity grant (RSUs plus performance stock awards tied to 3-year relative TSR versus the Russell 2000 Growth Index) after four years without annual equity grants, and the remainder includes a partially-earned annual bonus paid in stock at 73% of target based on objective revenue and Adjusted EBITDA metrics. Pay-for-performance alignment is strong: WRBY's 3-year stock return of +105% dramatically outperforms the disclosed peer group median of -7.6%, and the company achieved its first full year of positive GAAP net income and 30% Adjusted EBITDA growth in 2025. The prior Say on Pay vote drew over 98% support, a meaningful clawback policy is in place, and the compensation structure is predominantly variable and equity-based, satisfying the policy's pay-mix requirements.
Auditor
Ernst & Young LLP
Tenure
12 yrs
Audit Fees
$2,534,926
Non-Audit Fees
$174,455
Non-audit fees (tax compliance of $174,455) represent approximately 6.9% of audit fees ($2,534,926), well below the 50% threshold that would raise independence concerns; EY has served since 2014 (approximately 12 years), comfortably below the 25-year tenure trigger; and no material restatements were identified. EY is a Big 4 firm appropriate for a $2.8B market cap company.
Warby Parker's 2026 annual meeting presents a clean three-proposal ballot covering director elections, auditor ratification, and advisory say on pay, with no stockholder proposals. All proposals receive a FOR vote determination: the director TSR trigger does not fire given WRBY's exceptional 3-year outperformance of its peer group, Ernst & Young's fee structure and tenure raise no independence concerns, and the executive compensation program is predominantly variable, tied to meaningful performance conditions, and backed by strong 98% prior-year shareholder support.
17 companies disclosed in 2026 proxy filing
