Desmond Wheatley
Beam GlobalAbout Desmond Wheatley
Desmond Wheatley, 59, is President, Chief Executive Officer, and Chairman of Beam Global (BEEM). He has served as President since September 2010, CEO and Director since August 2011, and became Chair in December 2016; he is also the inventor of key products including EV ARC, BeamTrak, UAV ARC, and EV Standard . Under his leadership, 2024 net revenues were $49.3M with a net loss of $11.3M; the company-reported TSR index (based on a fixed $100 at 12/31/2020) stood at 4 at year-end 2024 (10 at year-end 2023) . In 2025, the Board approved a one-time 870,000-share award to Mr. Wheatley recognizing performance in 2023–2024 and completion of the All Cell, Amiga, and Telcom acquisitions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Beam Global | President; Secretary | Sep 2010 – present | Led product innovation (EV ARC, BeamTrak, UAV ARC, EV Standard) and corporate development . |
| Beam Global | CEO; Director | Aug 2011 – present | Overall corporate leadership; Chair since Dec 2016 . |
| Crichton Hill LLC | Founding Partner | 2009 | International consulting in renewable energy/tech . |
| iAxis FZ LLC (Dubai) | Chief Executive Officer | 2007 – 2009 | Alternative energy and systems integration . |
| Kratos Defense and Security Solutions (formerly Wireless Facilities) | Senior roles including President, ENS | 2000 – 2007 | Led the largest independent security/energy mgmt systems integrator; turnkey cellular deployments . |
External Roles
- No current public-company directorships for Mr. Wheatley are disclosed in Beam’s proxy statements; he serves only on BEEM’s board (as Chairman) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 400,000 |
| Target Bonus (% of base) | 100% (CEO) | 100% (CEO) |
| Actual Bonus Paid ($) | 400,000 (paid in 2024) | 400,000 (paid in 2025) |
| Stock Awards ($, grant-date FV per SCT) | – | 264,317 (RSAs/RSUs vested) |
Notes:
- 2023 bonus targets: growth in revenue, improved gross margin, international expansion/M&A, capital raise, key hires; paid in 2024 .
- 2024 bonus targets: improved gross margin, international expansion, integration synergies, org development and individual goals; paid in 2025 .
Performance Compensation
Equity Awards – Structure, Metrics, Vesting
| Award | Grant date | Size/Price | Performance metrics | Outcome/Vesting |
|---|---|---|---|---|
| RSU | Nov 10, 2022 | 142,500 RSUs; 50% vested at grant; 25% on Feb 1, 2024; 25% on Feb 1, 2025; FV based on $13.05/share | Time-based | Vested per schedule; contributed to 2024 stock award expense . |
| PRSU | Nov 10, 2022 | Target 142,500 PRSUs; FV based on $13.05/share with 0–150% performance multiplier | 3-year revenue and gross margin goals | As of Dec 31, 2024, vested at “maximum” revenue (150%) and “threshold” gross margin (75%), issuing 44,531 additional shares for a total of 187,031 PRSU shares . |
| RSA | Apr 1, 2021 | 2,806 restricted shares | Time-based | 50% vested over 3 quarterly installments; 50% over 11 quarterly installments following grant . |
| RSA | Jan 1, 2022 | 7,436 restricted shares ($150,000 at grant date) | Time-based | 50% vested over 4 quarterly installments; 50% over 12 quarterly installments . |
| One-time Common Stock Award | Jun 4, 2025 | 870,000 common shares under 2021 Plan | Discretionary bonus recognizing FY23–24 performance and All Cell, Amiga, Telcom acquisitions | Granted; 8-K does not disclose vesting restrictions; appears a one-time share issuance (potential liquidity/selling overhang) . |
Outstanding Equity (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Strike | Expiry |
|---|---|---|---|---|
| Stock Options | 87,000 | – | $7.50 | 10/17/2026 |
Equity Ownership & Alignment
| As of | Shares beneficially owned | % of outstanding | Notable components | Pledging |
|---|---|---|---|---|
| Aug 25, 2025 | 622,279 | 3.51% (out of 17,638,153 shares outstanding) | Includes 87,000 options exercisable within 60 days | No pledging disclosed; company has an Insider Trading Policy . |
| Jul 25, 2024 | 199,968 | 1.36% (out of 14,621,141 shares outstanding) | Includes 87,000 options exercisable within 60 days; 112,981 RSAs/RSUs (308 subject to forfeiture at that time) | No pledging disclosed . |
Additional alignment considerations:
- No explicit stock ownership guidelines for executives are disclosed in the 2024–2025 proxies .
- One late Form 4 was filed by Mr. Wheatley in 2024 (for a stock award and related tax withholding) .
Employment Terms
- Agreement: Amended and Restated Employment Agreement effective Feb 9, 2021, extending term to Dec 31, 2025; includes restricted stock grants in 2021 and 2022 with specified quarterly vesting schedules .
- Severance: Employment agreement provides a payment equal to four times his annual compensation if terminated other than by mutual agreement, death, breach/cause, or upon disability (as defined) .
- Change-in-Control: Beam adopted a Change in Control Severance Benefit Plan on Feb 9, 2021; participants include CFO and COO (cash/bonus severance, health premium payments, and potential acceleration for qualifying terminations 3 months before to 12 months after a CoC). Mr. Wheatley’s plan participation is not listed; his severance is governed by his employment agreement .
- Non-compete/Non-solicit/Garden leave/Consulting: Not disclosed in the provided filings .
Performance & Track Record
| Measure | 2023 | 2024 | Notes |
|---|---|---|---|
| Net Revenues ($000s) | 67,353 | 49,336 | Company-selected pay-performance metric . |
| Net Loss ($000s) | (16,060) | (11,282) | . |
| TSR Index (value of $100 invested 12/31/2020) | 10 | 4 | Company-reported TSR . |
Execution highlights:
- Board-cited rationale for 2025 one-time 870,000 share award: performance in FY 2023–2024 and completion of acquisitions (All Cell Technologies, Amiga DOO Kraljevo, Telcom d.o.o. Beograd) .
- Beam closed the Telcom acquisition in 2024 .
- No related-party transactions over $120,000 since Jan 1, 2024 beyond compensation .
Board Governance
- Roles: Combined CEO and Chairman; Board determined this structure appropriate with independent committee chairs and a Lead Independent Director (Anthony Posawatz) .
- Independence: 3 of 4 directors are independent under Nasdaq standards (2025 proxy) .
- Committees:
- Audit (Chair: Judy Krandel, financial expert) .
- Compensation (Chair: George Syllantavos) .
- Nominating & Governance (Chair: Anthony Posawatz) .
- Equity Oversight Committee (Posawatz, Syllantavos, Krandel) .
- Attendance: In 2024, the Board held 3 meetings; each director attended at least 75% of meetings/committees served .
- Director compensation: Employee directors (Mr. Wheatley) receive no additional director fees; non-employee director pay detailed separately .
Board service history (Mr. Wheatley):
- Director since Aug 2011; Chairman since Dec 2016; dual role with CEO acknowledged; independent directors meet in executive session at least annually .
Dual-role implications:
- Board cites a Lead Independent Director and independent committee leadership as counterbalances to combined CEO/Chair structure .
Director/Say-on-Pay Votes (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Re-elect Desmond Wheatley (Director) | 3,637,589 | 126,889 | – | – |
| Say-on-Pay (Advisory) | 3,395,657 | 312,080 | 56,741 | 6,533,605 |
Compensation Structure Analysis
- Cash vs Equity mix: 2023 and 2024 each paid 100% of base as cash bonus, while equity was modest in 2024 ($264k SCT stock awards); however, a significant one-time 870,000-share grant in 2025 materially increases equity-based compensation .
- Performance linkage: 2022 PRSUs tied to 3-year revenue and gross margin metrics vested at maximum for revenue and threshold for gross margin, yielding 187,031 PRSU shares—demonstrating formulaic pay outcomes tied to operating KPIs .
- Award timing/overhang: The 2025 discretionary stock grant (no vesting schedule disclosed) may create near-term selling pressure and dilution compared to typical multi-year vesting programs .
- Severance: CEO severance set at 4x annual compensation if terminated under specified non-cause conditions—an above-market multiple that can be shareholder-sensitive .
Risk Indicators & Red Flags
- Large discretionary equity grant (870,000 shares) outside of standard annual cycles (potential dilution/overhang) .
- Combined CEO/Chair structure (mitigated by Lead Independent Director and independent committees) .
- High severance multiple (4x annual compensation) for CEO under certain terminations .
- Late Form 4 by CEO in 2024 (administrative/timing) .
- No related-party transactions over $120k disclosed since Jan 1, 2024 .
Compensation & Incentive Detail (for modeling)
| Element | Terms |
|---|---|
| Bonus targets (2024) | 100% of base; goals: gross margin improvement, international expansion, integration synergies, org development, and individual goals; paid in 2025 . |
| Bonus targets (2023) | 100% of base; goals: revenue growth, gross margin improvement, international acquisition, capital raise, key hires; paid in 2024 . |
| Equity plan | 2021 Equity Incentive Plan; automatic annual share increases up to 5% of outstanding shares (2022–2031) . |
| Options outstanding | 87,000 options exercisable at $7.50, expiring 10/17/2026 . |
| PRSU outcomes | 2022 grant measured through FY2024: revenue at max (150%), gross margin at threshold (75%); 187,031 PRSU shares issued . |
Investment Implications
- Alignment: Mr. Wheatley’s ownership increased to 3.51% by Aug 2025 (including 87k options), signaling meaningful skin-in-the-game; PRSUs paid out based on revenue and margin targets, reinforcing operational alignment .
- Overhang/pressure: The June 2025 one-time 870,000-share award lacks disclosed vesting restrictions, introducing potential near-term supply and dilution risk versus multi-year vesting structures .
- Retention economics: A 4x annual compensation severance for certain terminations provides strong retention but may be viewed as shareholder-unfriendly; Mr. Wheatley’s term runs through Dec 31, 2025 under the current contract .
- Governance: Combined CEO/Chair persists; however, the presence of a Lead Independent Director, independent committees, and 2025 say-on-pay approval indicate current shareholder tolerance of governance/comp practices .
- Execution: The Board explicitly linked 2025 equity to 2023–2024 performance and accretive M&A execution (All Cell, Amiga, Telcom), suggesting confidence in strategic direction; investors should watch post-merger integration and gross margin trends given incentive focus .
References:
- 2025 Proxy (DEF 14A)
- 2024 Proxy (DEF 14A)
- 8-K (Jun 9, 2025) – 870,000-share award
- 8-K/Press on Telcom acquisition