William Kurtz

About William Kurtz

William Kurtz (age 68) is Aterian’s independent director and current Chairman of the Board, serving since August 2019. He is a senior financial and operations executive with 30+ years as CFO/COO across public and private technology companies; he holds a B.S. in Commerce from Rider University and an M.S. in Management Sciences from Stanford University . The Board has affirmatively determined that Kurtz is independent under Nasdaq rules; Aterian employs a majority-independent board and separates CEO from board chair roles through Kurtz’s chairmanship .

Past Roles

External Roles

Board Governance

• Class I director with term expiring at 2026 annual meeting; Chairman of the Board .
• Committees: Audit Committee member; Compensation Committee member. Audit Committee chaired by Susan Lattmann; Compensation Committee chaired by Bari A. Harlam .
• Independence: Board determined Kurtz is independent under Nasdaq rules .
• Attendance and engagement: In FY2024, Board met 6 times (plus 2 unanimous written consents), Audit met 4 times, Compensation met 6 times (plus 2 unanimous written consents); no director attended fewer than 75% of meetings; all directors virtually attended the 2024 stockholder meeting; independent directors hold executive sessions .
• Risk oversight: Board oversees enterprise risk (operations, finance, legal/regulatory, cybersecurity, reputational), with committee-level oversight .
• Indemnification: Aterian’s charter/bylaws limit director liability to fullest extent under DGCL and provide indemnification and D&O insurance .

Fixed Compensation

• Non-employee director compensation policy revised August 16, 2024. Pre-revision (beginning of 2024): annual director retainer $150,000; Board chair $25,000; Audit chair $15,000; Compensation chair $10,000; Audit member $7,500; Compensation member $5,000. Post-revision (effective Aug 16, 2024): annual director retainer $150,000; Board chair $55,000; Audit chair $20,000; Compensation chair $15,000; Audit member $10,000; Compensation member $7,500. Directors may elect one-third cash and two-thirds restricted common stock; amounts prorated for partial-year service .

• 2024 actual non-employee director compensation:

• Advisor Agreements with Aterian: Kurtz served as advisor to senior management under two contracts: effective July 26, 2023 ($10,000 per month; initial 6-month term, extended 6 months), and effective Aug 1, 2024 ($8,750 per month; initial 6-month term, extendable) .

Performance Compensation

• Director equity compensation is time-based restricted common stock; directors may elect a mix with two-thirds in restricted common stock. No performance-vesting equity or director-specific performance metrics disclosed for directors (stock awards shown below) .

Note: Aterian indicates it “typically grant[s] restricted stock awards and do not grant stock options” to executives; director equity is presented as restricted stock awards, with no director performance metrics disclosed .

Other Directorships & Interlocks

• Current public company boards: Verint Systems Inc. (Lead Independent Director; Audit and Nominating & Governance committees) and Sportradar Group AG (Audit Committee Chair) .
• Committee interlocks: Company discloses no compensation committee interlocks under Item 407(e)(4) in 2024; none of Kurtz/Harlam/Lattmann were Aterian officers or employees during 2024 .

Expertise & Qualifications

• Financial expertise: Audit Committee members are “financially literate” under Nasdaq and SEC rules; the Board designated Susan Lattmann as the “audit committee financial expert.” Kurtz serves on Audit Committee and Compensation Committee, bringing CFO/COO experience across technology sectors .
• Strategic governance: As Chairman, Kurtz contributes risk oversight, executive evaluation, and strategic guidance; independent directors meet in executive sessions per Nasdaq standards .
• Education: B.S. in Commerce (Rider University); M.S. in Management Sciences (Stanford University) .

Equity Ownership

• Beneficial ownership: 37,494 shares (<1% of outstanding) as of June 16, 2025; comprised of 29,071 shares held directly and 8,423 restricted shares subject to vesting (restricted shares have voting rights) .
• Shares outstanding basis: 9,931,860 shares outstanding as of June 24, 2025 .

• Hedging/pledging: Executives and directors are prohibited from short sales and hedging/monetization transactions; pledging is permitted only with pre-clearance by an insider trading compliance officer. No pledges by Kurtz are disclosed in the proxy .

Governance Assessment

• Strengths

  • Independence and leadership: Board determined Kurtz is independent; separation of CEO and Chair with Kurtz serving as Chairman supports oversight and accountability .
  • Committee service and attendance: Active roles on Audit and Compensation committees; no director fell below 75% attendance; regular executive sessions indicate robust independent oversight .
  • External governance experience: Lead Independent Director at Verint and Audit Chair at Sportradar provide cross-fertilization of best practices in audit and governance .
  • Transparent compensation framework: Clear director compensation policy and revisions disclosed; mix allows equity alignment via restricted stock .

• Watch items / potential conflicts

  • Advisor agreements while serving as independent director: Two advisory contracts paying $10,000/month (July 2023) and $8,750/month (Aug 2024) to Kurtz for services to senior management. While the Board maintains independence determinations, these related service arrangements can create perceived conflicts; company notes transactions involving compensation for services as employee/consultant/director are not treated as related-person transactions for policy purposes, and no related party transactions above threshold were disclosed other than compensation .
  • Pledging permitted with pre-clearance: Hedging is prohibited, but pledging is allowed subject to approvals. Absence of disclosed pledges mitigates concern; nonetheless, permissive pledging policies are often viewed as a governance risk if used .

• Audit oversight and controls

  • Audit Committee report reflects appropriate pre-approval policies, independence discussions with UHY LLP, and quarterly meetings with management and auditors; 2024 audit and tax fees were $727,439 total, indicating ongoing audit engagement management .

Overall, Kurtz’s deep finance/operator background and external audit/governance leadership strengthen board effectiveness, though concurrent paid advisory roles warrant continued monitoring for independence optics and committee decision-making rigor .

Appendix: Committee Roster (Aterian)

Meeting Activity (FY2024)