WAYFAIR INC., DEF 14A filed on 4/3/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name WAYFAIR INC.
Entity Central Index Key 0001616707
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Year
Summary Compensation Table (“SCT”) Total for PEO ($) (1)
CAP to PEO ($) (2)
Average SCT Total for Non-PEO NEOs ($) (3)
Average CAP to Non-PEO NEOs ($) (4)
Total Shareholder Return (TSR) ($) (5)
Peer Group TSR ($) (5)
Net (Loss) Income ($ in millions) (6)
2024283,145 283,145 4,443,238 4,001,630 49.01 188.41 (492)
2023225,167 225,167 3,567,542 5,552,039 68.24 168.04 (738)
2022751,221 751,221 4,472,309 (3,451,909)36.38 138.26 (1,331)
2021227,271 227,271 5,650,305 2,656,235 210.16 202.49 (131)
202083,274 83,274 2,908,692 12,560,893 249.84 141.63 185 
        
Named Executive Officers, Footnote Mr. Shah was the PEO for all five years in the table. Represents the average SCT Totals for NEOs other than Mr. Shah. For 2024, Messrs. Conine, Blotner and Netzer and Mses. Gulliver and Tan were the Non-PEO NEOs. For 2023, Messrs. Conine, Blotner, Netzer and Oblak and Mses. Gulliver and Tan were the Non-PEO NEOs. For 2022, Messrs. Conine, Fleisher, Netzer and Oblak and Mses. Gulliver and Tan were the Non-PEO NEOs and for 2021 and 2020, Messrs. Conine, Fleisher, Macri, Miller, Netzer and Oblak were the Non-PEO NEOs.        
Peer Group Issuers, Footnote For purposes of calculating peer group TSR, we utilized the S&P Retail Select Industry Index. In accordance with applicable SEC rules, peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR is determined based on the value of an initial fixed investment of $100 in our Class A common stock measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table, assuming the reinvestment of any dividends.        
PEO Total Compensation Amount $ 283,145 $ 225,167 $ 751,221 $ 227,271 $ 83,274
PEO Actually Paid Compensation Amount $ 283,145 225,167 751,221 227,271 83,274
Adjustment To PEO Compensation, Footnote To calculate average CAP, the average SCT Totals for the PEO are adjusted in accordance with Item 402(v) of Regulation S-K and presented in the table below. These amounts do not reflect actual amounts paid to or realized by the PEO. For the fiscal years presented, Mr. Shah did not have compensation that required adjustments from his SCT Total to calculate CAP, and therefore his SCT Total and CAP are the same.
Year
20242023202220212020
SCT Total$283,145 $225,167 $751,221 $227,271 $83,274 
Less value of Stock Awards reported in SCT— — — — — 
Plus year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year— — — — — 
Plus year over year change in fair value of outstanding and unvested equity awards granted in prior years— — — — — 
Plus fair value as of vesting date of equity awards granted and vested in the covered fiscal year— — — — — 
Plus year over year change in fair value of equity awards granted in prior years that vested in the covered fiscal year— — — — — 
Less prior year-end fair value for any equity awards forfeited in the covered fiscal year— — — — — 
CAP Total$283,145 $225,167 $751,221 $227,271 $83,274 
        
Non-PEO NEO Average Total Compensation Amount $ 4,443,238 3,567,542 4,472,309 5,650,305 2,908,692
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,001,630 5,552,039 (3,451,909) 2,656,235 12,560,893
Adjustment to Non-PEO NEO Compensation Footnote To calculate average CAP, the average SCT Totals for Non-PEO NEOs are adjusted in accordance with Item 402(v) of Regulation S-K and are presented in the table below. These amounts do not reflect actual amounts paid to or realized by the Non-PEO NEOs.
Year
20242023202220212020
SCT Total$4,443,238 $3,567,542 $4,472,309 $5,650,305 $2,908,692 
Less value of Stock Awards reported in SCT(4,218,053)(3,325,344)(4,240,052)(5,418,746)(2,681,909)
Plus year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year886,728 1,337,964 1,460,036 1,871,141 1,834,706 
Plus year over year change in fair value of outstanding and unvested equity awards granted in prior years(179,188)662,696 (3,204,904)(931,839)6,305,748 
Plus fair value as of vesting date of equity awards granted and vested in the covered fiscal year3,230,620 2,722,443 497,452 591,629 1,466,451 
Plus year over year change in fair value of equity awards granted in prior years that vested in the covered fiscal year(161,715)586,738 (2,436,750)1,552,358 2,727,205 
Less prior year-end fair value for any equity awards forfeited in the covered fiscal year— — — (658,613)— 
CAP Total$4,001,630 $5,552,039 $(3,451,909)$2,656,235 $12,560,893 
        
Compensation Actually Paid vs. Total Shareholder Return
The chart below reflects the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and TSR for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020.
5375
        
Compensation Actually Paid vs. Net Income
The chart below reflects the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and our net (loss) income for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020.

5558
        
Compensation Actually Paid vs. Company Selected Measure
The chart below reflects the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and our net (loss) income for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020.

5558
        
Total Shareholder Return Vs Peer Group
The chart below reflects the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and TSR for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020.
5375
        
Total Shareholder Return Amount $ 49.01 68.24 36.38 210.16 249.84
Peer Group Total Shareholder Return Amount 188.41 168.04 138.26 202.49 141.63
Net Income (Loss) $ (492,000,000) (738,000,000) (1,331,000,000) (131,000,000) 185,000,000
PEO Name Shah        
Additional 402(v) Disclosure Represents net (loss) income, as reflected in the company’s audited financial statements included in our annual report on Form 10-K.        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 0 0 0 0
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,218,053) (3,325,344) (4,240,052) (5,418,746) (2,681,909)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 886,728 1,337,964 1,460,036 1,871,141 1,834,706
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (179,188) 662,696 (3,204,904) (931,839) 6,305,748
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,230,620 2,722,443 497,452 591,629 1,466,451
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (161,715) 586,738 (2,436,750) 1,552,358 2,727,205
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ (658,613) $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to make new grants of any such awards, the Board and the compensation committee will evaluate the appropriate steps to take in relation to the foregoing.
Award Timing Method
The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to make new grants of any such awards, the Board and the compensation committee will evaluate the appropriate steps to take in relation to the foregoing.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to make new grants of any such awards, the Board and the compensation committee will evaluate the appropriate steps to take in relation to the foregoing.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true