Bill Beargie
About Bill Beargie
Independent director of Arhaus, Inc. (ARHS); age 68; director since 2021 with current term expiring at the 2027 annual meeting. Former Arhaus Chief Financial Officer and Administrative Vice President (1987–1997) and later a certified public accountant with Card, Palmer, Sibbison & Co. until retirement in 2023, providing deep finance and accounting expertise and long familiarity with the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arhaus (pre-IPO) | Chief Financial Officer and Administrative Vice President | 1987–1997 | Built finance function; long-standing company familiarity |
| Card, Palmer, Sibbison & Co. | Certified Public Accountant (CPA) | 2015–2023 | External accounting experience |
External Roles
| Organization | Role/Interest | Tenure | Notes |
|---|---|---|---|
| Brooklyn Arhaus (landlord) | 15% owner | Ongoing | Landlord for Arhaus Outlet in Brooklyn, OH; $19,995 monthly base rent at 12/31/2024; $271,606 lease payments in FY2024; $239,940 in FY2023; $290,682 in FY2022 (Founder owns 85%) |
| Reed 2013 Generation Skipping Trust & 2018 Reed Dynasty Trust | Trustee | Ongoing | Trustee for trusts holding 42,037,341 Class B shares; disclaims beneficial ownership/pecuniary interest |
Board Governance
- Board classification: three classes with staggered three-year terms; Beargie is Class III (term through 2027) .
- Independence: Board determined Beargie qualifies as an independent director under Nasdaq rules, noting his prior officer role (CFO 1987–1997) but concluding independence .
- Committees:
- Compensation Committee member; current composition: Albert Adams (Chair), Bill Beargie, Alexis DePree, John Roth; 7 meetings in 2024 .
- Not a member of Audit (9 meetings in 2024), Nominating & Corporate Governance (5 meetings in 2024), Real Estate (3 in 2024), or Technology (1 in 2024, est. Nov 2024) .
- Attendance: Board held 8 meetings in FY2024; each director attended >75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting except Mr. Doody .
- Lead Independent Director: Albert Adams .
Fixed Compensation
Director pay structure and actuals (cash retainer plus chair fees where applicable):
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer | $75,000 | $80,000 |
| Committee chair fees (Audit/other) | Audit Chair $20,000; other Chairs $15,000; Lead Independent +$30,000 (structure; not applied to Beargie) | Unchanged (structure; not applied to Beargie) |
| Beargie – Cash fees earned | $75,000 | $80,000 |
Performance Compensation
Directors receive time-based RSUs (no options; no PSUs or performance metrics):
| Equity element | Grant date | Grant date fair value | Vesting | Units |
|---|---|---|---|---|
| Annual RSU (non-employee directors) | May 18, 2023 | $110,004 | Vests in full one year after grant (May 18, 2024) | Not enumerated per director in 2023; program grant |
| Annual RSU (non-employee directors) | May 16, 2024 | $110,014 | Vests in full one year after grant (May 16, 2025) | 6,700 unvested RSUs per non-employee director at 3/17/2025 (vest within ~60 days); Burgdoerfer: 6,954; Roth: 0 |
- Equity design: one-year cliff vest RSUs for directors; vesting accelerates if service ends (other than removal per bylaws) .
- No director stock options or PSUs disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy biography for Beargie |
| Committee interlocks | Compensation Committee disclosure notes Beargie previously served as CFO (1987–1997) of predecessor company; otherwise no officer on the committee; no cross-board interlocks by ARHS executives |
| Investor rights legacy | Trusteeship roles tie Beargie to founder’s control trusts; Freeman Spogli investor rights agreement terminated; context for board composition |
Expertise & Qualifications
- Finance and accounting expertise; former CFO; CPA experience (Card, Palmer, Sibbison & Co., 2015–2023) .
- Company-specific institutional knowledge from executive role and long board service pre-IPO .
Equity Ownership
| Holder | Class A shares | Class A % | Class B shares | Class B % | Combined voting power (shares) | Combined voting power % | Notes |
|---|---|---|---|---|---|---|---|
| Bill Beargie | 57,901 | <1% | 42,037,341 | 29.89% | 42,095,242 | 45.47% | Class B held as trustee for Reed 2013 GST and 2018 Reed Dynasty Trust; disclaims beneficial ownership/pecuniary interest |
| Policy constraints | — | — | — | — | — | — | Directors prohibited from hedging, short sales, and pledging ARHS stock |
Insider Trades
Recent Form 4 filings indicate routine changes in beneficial ownership aligned with annual director equity vesting/grants.
| Filing date | Period of report | Link | Note |
|---|---|---|---|
| May 19, 2025 | May 15, 2025 | Statement of changes in beneficial ownership for William Beargie (CIK 0001886955) [SEC index] | |
| May 20, 2024 | May 16, 2024 | Director equity-related transaction filing [ARHS IR] | |
| May 17–20, 2024 | May 16, 2024 | SEC index for 2024 Form 4 [SEC index] | |
| May 22, 2023 | May 18, 2023 | Statement of changes in beneficial ownership [ARHS IR] | |
| Aug 11, 2023 | Aug 10, 2023 | Statement of changes in beneficial ownership [ARHS IR] |
Fixed Compensation – Detail (Beargie)
| Year | Fees Earned (Cash) | Equity (RSU fair value) | Total |
|---|---|---|---|
| 2023 | $75,000 | $110,004 | $185,004 |
| 2024 | $80,000 | $110,014 | $190,014 |
Program structure (applies to all non-employee directors except Roth): Annual cash retainer; chair retainers for Audit ($20,000) and for Compensation, Nominating & Corporate Governance, Real Estate, Technology ($15,000); Lead Independent Director +$30,000; annual RSU ($110,000 grant date value), one-year cliff vest, accelerated vesting on certain separations (other than removal under bylaws) .
Performance Compensation – Metrics
- Directors: No performance-based equity; RSUs vest time-based (no revenue/EBITDA/TSR metrics); no options disclosed .
- Executive program context (for governance benchmarking): AIP metrics include Adjusted EBITDA and Demand; 2024 paid 0% due to EBITDA below threshold (demand met at target); PSUs tied to multi-year cumulative Demand Revenue and Adjusted EBITDA (executives only) .
Governance Assessment
-
Strengths:
- Independent status affirmed by Board; strong finance/accounting credentials enhance Compensation Committee oversight .
- Attendance: >75% at Board/committees in 2024; Compensation Committee met 7 times; active governance cadence .
- Director pay mix balanced cash/equity with one-year RSU vesting; no options; standard market structure .
- Shareholder alignment signals: 2024 say-on-pay passed with ~98% approval, indicating broad support for compensation governance (executive program) .
-
Risks/RED FLAGS:
- Related party transaction: 15% ownership in Brooklyn Arhaus (landlord) with $271,606 paid in FY2024; poses perceived conflict, though governed by Related Party Transactions Policy under Audit Committee review . RED FLAG.
- Trustee ties: As co-trustee of founder-related Class B control trusts (42,037,341 shares; combined voting power presented at 45.47%), Beargie disclaims beneficial ownership but trusteeship may influence governance dynamics and perceived independence . RED FLAG (perceived influence).
- Compensation Committee interlocks disclosure: prior officer role (CFO 1987–1997) noted; while independence affirmed, legacy ties warrant monitoring .
-
Mitigations:
- Formal Related Party Transactions Policy with Audit Committee approval/ratification standards .
- Insider Trading Policy prohibits hedging and pledging by directors/executives (reduces alignment risks from collateralization) .
- Board diversity of committees and independent Lead Director structure .
Overall, Beargie brings valuable finance oversight on the Compensation Committee but has notable related-party exposures (landlord interest; trusteeship of founder trusts). Continued transparent disclosure and robust committee reviews (Audit for related parties; Compensation for pay design) are important to sustain investor confidence .
Notes on Data Gaps
- Education (degrees), additional public/private/non-profit board roles beyond those disclosed are not specified in proxy biographies; no other public company directorships disclosed for Beargie .
- Director-specific ownership guidelines and compliance status are not disclosed; company-level policy prohibits hedging/pledging .