Adrianne Lee
About Adrianne Lee
Adrianne B. Lee, age 47, is President & Chief Financial Officer of Beyond, Inc. (BYON). She has served as CFO since 2020, added Chief Administrative Officer in 2024, and was appointed President & CFO effective March 10, 2025; she holds a B.A. in Business Administration (accounting focus) cum laude from the University of St. Thomas, St. Paul, MN . Company performance context: 2024 revenue was $1,394,964 thousand (down from $1,561,122 thousand in 2023) and net loss was $258,795 thousand; BYON’s cumulative TSR (initial $100 at 12/31/2019) stood at $69.93 at 12/31/2024 (vs $392.77 at 12/29/2023), underscoring a challenging backdrop for pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beyond, Inc. | President & CFO | 2025–present | Leads operating and financial matters; driving profitability initiatives and $15M annualized fixed cost reduction commitment announced with leadership changes . |
| Beyond, Inc. | Chief Administrative Officer (concurrent with CFO) | 2024–2025 | Oversaw HR, technology, legal, IT security, communications in addition to finance . |
| Beyond, Inc. | Chief Financial Officer | 2020–present | Finance leadership through brand transitions and incentive program redesigns . |
| Hertz Corporation (North America) | SVP & CFO, Rental Car Unit | 2018–2020 | Financial leadership for North American operations . |
| Hertz Corporation | VP, Global FP&A & Corporate Development | pre-2018 | Led global FP&A and corporate development . |
| Best Buy; PepsiCo; Allianz Life; PwC | Various finance, strategy, accounting, IR, audit roles | n/a | Broad finance and strategy experience at blue-chip firms . |
External Roles
- No public company directorships or external board roles disclosed for Ms. Lee .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 600,000 | 50% | 300,000 | 92,653 |
| 2025 | 700,000 | 75% | 525,000 | — |
Notes:
- In early 2025, BYON reset annual bonus metrics to Adjusted EBITDA, Adjusted Gross Margin, and Contribution Margin, placing more weight on corporate financial goals vs. 2024’s structure (which included a 25% individual component) .
Performance Compensation
2024 Annual Bonus Structure and Outcome
| Metric (Corporate weight total 75%) | Threshold | Target | Maximum | % of Target Achieved | Weighted Earnout (% of Target) |
|---|---|---|---|---|---|
| Active Customers | 5,600,000 | 6,500,000 | 7,000,000 | 0.0% | 0.0% |
| G&A and Technology Expenses as % of Gross Profit | 75% | 42% | 35% | 23.5% | 5.9% |
| Revenue ($) | 1,561,122,023 | 2,000,000,000 | 2,500,000,000 | 0.0% | 0.0% |
| Total Company Performance % | — | — | — | — | 5.9% |
- Ms. Lee’s actual 2024 bonus payout was $92,653 under this framework (corporate component plus an individual performance modifier up to 1.25x) .
2024 Equity Awards (Grants of Plan-Based Awards)
| Grant Date | Award Type | Units | Plan/Condition | Grant Date Fair Value ($) | Vesting/Performance Terms |
|---|---|---|---|---|---|
| Feb 20, 2024 | Performance Shares | 90,000 | 2005 Plan | 1,882,500 | 75% of 2024 PSUs are tied to stock price hurdles; three installments vest upon achieving separate price hurdles within 3 years and continued service . |
| Feb 20, 2024 | Performance Shares (Net Revenue) | 10,000 | 2005 Plan | 271,800 | 25% of 2024 PSUs vest based on GAAP net revenue goals for 2024–2026; one-third eligible each year, subject to goal attainment and service . |
| May 21, 2024 | Performance Shares (Net Revenue, stockholder-approved portion) | 20,000 | 2005 Plan | 335,800 | Same net revenue framework as above; stockholder-approved portion of award . |
- Stock-price PSU hurdles include explicit $50 and $60 price hurdles (average close over any 20 consecutive trading days) with vesting at the later of the applicable anniversary or hurdle achievement; the stock-price portion vests in three installments within a three-year window if hurdles are met and service continues .
- 2024 revenue-driven PSU tranche was forfeited based on 2024 GAAP net revenue of ~$1.4B vs $2.0B target; 10,000 PSUs for Ms. Lee were forfeited for the 2024 year .
2025 Incentives and Promotion Grants
| Effective Date | Award Type | “Target” Units | Vesting Schedule | Notes |
|---|---|---|---|---|
| Feb 4, 2025 | RSUs | 56,818 | 3 equal annual installments on Feb 4 of 2026, 2027, 2028 | Value at grant date price ($9.68) ~ $549,998 . |
| Feb 4, 2025 | Performance Shares | 56,818 | 1-year performance period tied to Adjusted EBITDA, Adjusted Gross Margin, Contribution Margin; earned shares vest in 3 equal annual installments thereafter | “Target” value ~$549,998 . |
| Mar 10, 2025 (promotion) | RSUs | 18,518 | 3 equal annual installments on Feb 4 of 2026, 2027, 2028 | Value at grant date price ($5.40) ~ $99,997 . |
| Mar 10, 2025 (promotion) | Performance Shares | 18,518 | Same 2025 metrics and vesting cadence as above | “Target” value ~$99,997 . |
- 2025 annual bonus metrics (for executives other than PEO): Adjusted EBITDA (three-month run rate), Adjusted Gross Margin, Contribution Margin; individual modifier 0–1.25x .
Vesting and Stock Vested in 2024
| Item | Amount |
|---|---|
| RSUs vested in 2024 (shares) | 30,298 |
| Value realized on vesting ($) | 718,674 |
| RSU vesting convention | Time-based RSUs vest over 3 years in equal annual installments, subject to service |
Equity Ownership & Alignment
| Ownership Detail | Data |
|---|---|
| Beneficial ownership (shares) | 62,634 (<1% outstanding) as of record date (55,220,939 shares outstanding) . |
| Unvested RSUs at 12/31/2024 | 6,667 (value $32,868) and 41,929 (value $206,710) . |
| Unearned PSUs at 12/31/2024 | 90,000 (value $443,700); 10,000 (value $49,300); 20,000 (value $98,600) . |
| 2025 outstanding plan awards (as of Mar 14, 2025) | RSUs: 96,301; Performance shares: 185,336 . |
| Stock ownership guidelines | Senior execs must hold 3x base salary in stock within 5 years (by Jan 23, 2028); time-based RSUs count, PSUs excluded; as of 12/31/2024, execs are in compliance or have time remaining . |
| Pledging/Hedging disclosure | Company not aware of any arrangements, including any pledge that may result in a change in control; no pledges by Ms. Lee disclosed . |
| Clawback policy | Adopted in compliance with NYSE standards; applies to incentive comp received on/after Oct 2, 2023 by Section 16 officers . |
Employment Terms
Current Role and Pay Terms
- Appointed President & CFO effective March 10, 2025; base salary $700,000; target bonus 75% of base .
Severance and Change-in-Control (CIC) Framework (Key Employee Severance Plan)
- Tier classification: Ms. Lee is a “Tier 2” participant .
- Termination without cause (not CIC): Lump-sum base salary (Tier 2: up to 12 months), up to 12 months benefits, and up to 12 months additional service-based vesting acceleration on equity .
- CIC within 12 months plus qualifying termination (double-trigger): Lump-sum base salary plus target annual bonus (Tier 2: 12 months), 12 months benefits, and equity acceleration per plan .
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance ($) | Benefits Cont. ($) | RSU Acceleration ($) | PSU Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control Only | — | — | — | — | — |
| CIC with No Replacement Equity | — | — | 239,578 | — | 239,578 |
| CIC + Qualifying Termination | 900,000 | 20,932 | 239,578 | — | 1,160,510 |
| Qualifying Termination (non‑CIC) | 900,000 | 20,932 | 136,221 | — | 1,057,153 |
Conditions: Release of claims required; potential 280G cutback if applicable .
Performance & Track Record
Company Performance Markers During Ms. Lee’s Tenure (contextual)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($ thousands) | 1,561,122 | 1,394,964 |
| Net Income (Loss) ($ thousands) | (307,842) | (258,795) |
| Cumulative TSR (initial $100 at 12/31/2019) | $392.77 | $69.93 |
- 2024 PSU revenue tranche forfeiture reflects revenue shortfall vs $2.0B target; stock-price PSU tranches require sustained price hurdles ($50/$60) and time-based conditions .
- In 2025, management shifted incentives to profit quality and efficiency: Adjusted EBITDA (3‑month run rate), Adjusted Gross Margin, and Contribution Margin .
- Leadership changes on Mar 10, 2025 elevated Ms. Lee to President & CFO to accelerate profitability and cost reduction initiatives ($15M annualized fixed cost reductions) .
Compensation History (NEO Summary Compensation Table – Ms. Lee)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 494,231 | 592,308 | 604,616 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 817,200 | 1,399,998 | 2,490,100 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive Plan Comp ($) | — | — | 92,653 |
| All Other Comp ($) | 24,444 | 25,716 | 27,008 |
| Total ($) | 1,335,875 | 2,018,023 | 3,214,377 |
Equity Awards Outstanding (as of 12/31/2024)
| Award Type | Units Unvested/Unearned | Market Value ($) | Key Terms |
|---|---|---|---|
| RSUs (granted 1/21/2022) | 6,667 | 32,868 | 3-year equal annual vesting . |
| RSUs (granted 1/23/2023) | 41,929 | 206,710 | 3-year equal annual vesting . |
| PSUs (stock-price hurdles) | 90,000 | 443,700 | Three stock-price hurdles; vest on later of anniversary or hurdle met, service‑based . |
| PSUs (Net Revenue) | 10,000 | 49,300 | 2024–2026 GAAP revenue goals; 2024 tranche forfeited . |
| PSUs (Net Revenue, stockholder‑approved portion) | 20,000 | 98,600 | Same as above . |
Market values at $4.93 (12/31/2024 close) .
Governance, Policies, and Committee Notes
- Stock ownership guidelines: CEO 6x salary; other senior executives 3x salary; 5‑year compliance window; as of 12/31/2024, executives were in compliance or within window .
- Clawback policy: Applies to incentive-based comp for Section 16 officers for awards received on/after Oct 2, 2023 .
- Compensation committee used independent consultant FW Cook to inform 2025 program and sizing .
- No related-party transactions involving Ms. Lee disclosed; the company noted no arrangements (including pledges) that may result in a change in control .
Investment Implications
- Pay-for-performance alignment tightened: 2024 bonus paid significantly below target (5.9% company performance factor), and 2024 revenue PSUs forfeited, evidencing downside risk in variable comp when goals are missed .
- 2025 incentives pivot to profitability quality (Adjusted EBITDA, gross margin, contribution margin), which should reduce revenue-only bias and align with margin expansion narratives; “target” 2025 equity awards for Ms. Lee total ~93,000 units (PSUs+RSUs), vesting over 2026–2028, creating meaningful multi-year retention .
- Insider selling pressure: Time-based RSU tranches are scheduled to vest on Feb 4 each year (2026–2028), which may create predictable withholding/sale windows; stock-price PSU vesting depends on sustained price hurdles, lowering near-term sell pressure unless hurdles are met .
- Retention and protection: Tier 2 severance with double-trigger CIC protection (12 months base+target bonus, benefits, equity treatment) and a clear clawback regime stabilize leadership continuity while preserving shareholder protections .
- Alignment: Ownership guidelines (3x salary) and no pledging disclosures support alignment; current beneficial ownership is <1% but sizable unvested awards increase long-term exposure to equity performance .