Warby Parker (WRBY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2025, with voting available online, by phone, or by mail.

• Shareholders will vote on director elections, auditor ratification, and executive compensation, with the board recommending approval for all proposals.

• The company achieved double-digit revenue growth in 2024, improved net loss, and increased adjusted EBITDA and free cash flow.

• Executive compensation is closely tied to company performance, with a significant portion delivered as equity.

Voting matters and shareholder proposals

• Shareholders will elect three Class I directors (Joel Cutler, Jeffrey Raider, Bradley Singer) for terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for 2025 is up for vote.

• Advisory vote on executive compensation (Say-on-Pay) is included, with annual frequency.

• No other business is expected, but proxies may vote on unforeseen matters.

Board of directors and corporate governance

• The board is divided into three staggered classes, each serving three-year terms.

• Majority of directors are independent per NYSE standards.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent chairs.

• Lead Director role is held by Ronald Williams, enhancing independent oversight.

• Directors are expected to attend at least 75% of meetings; seven of nine attended the 2024 annual meeting.