Joanna Burkey

About Joanna C. Burkey

Joanna C. Burkey (age 49) has been an independent director of Beyond, Inc. since March 2023; she chairs the Technology Committee and serves on the Audit and Compensation Committees. She is designated by the Board as an “audit committee financial expert,” with a 25-year cybersecurity background including CISO at HP Inc. and senior roles at Siemens; she holds a B.S. in Computer Science from Angelo State University. The Board has determined she is independent under NYSE standards; the Board held 17 meetings in 2024 and all incumbent directors attended at least 75% of Board and committee meetings, with non‑management directors meeting regularly in executive session.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit; Compensation; Technology (Chair). Technology Committee was established in 2024 to assist Board oversight of innovation and technology.
• Independence: Independent director under NYSE rules; Board majority independent (all except Executive Chairman). No family relationships among directors/officers.
• Attendance: Board met 17x in 2024; Audit 11x, Compensation 7x, Nominating & Governance 6x, Technology 2x; each incumbent director attended ≥75% of applicable meetings. All directors attended the May 2024 annual meeting.
• Leadership: No Lead Independent Director; Executive Chairman also serves as Principal Executive Officer since March 2025, with strong independent committee chairs cited by the Board.
• Director resignation policy: Incumbent nominees failing to receive more “for” than “withhold” votes must tender resignation; committee/Board acts within prescribed timelines.

Fixed Compensation

Performance Compensation

• Performance metrics: Director equity grants are RSUs with service-based vesting; no performance metrics disclosed for director RSUs.
• Plan limits: Restated 2005 Equity Incentive Plan caps total cash + equity to $400k per director per fiscal year (+$200k for special committee service), with no dividends/dividend equivalents on unvested awards and no option/SAR repricing without stockholder approval.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit Committee Financial Expert designation; experience cited in director biographies supports SEC definition.
• Deep cybersecurity and technology leadership; risk management, ESG understanding, strategic planning; global business experience.
• Education: B.S., Computer Science, Angelo State University.

Equity Ownership

• Pledging/hedging: Company not aware of any arrangements, including any pledge, that may result in a change of control.
• Ownership guidelines: Non‑employee directors must own stock valued at 3x annual Board cash compensation within 5 years of policy adoption (Jan 2023); as of Dec 31, 2024, all senior execs and non‑employee directors are in compliance or have remaining time to comply.

Governance Assessment

• Strengths
  • Independent director with audit financial expert designation and chair of Technology Committee; relevant cybersecurity expertise for BYON’s digital commerce risk profile.
  • High engagement: ≥75% meeting attendance; participates across Audit, Compensation, and Technology committees.
  • Alignment: Director pay mix emphasizes equity RSUs; stock ownership guidelines (3x cash retainer) drive alignment over time; plan prohibits dividends on unvested awards and repricing.
  • No disclosed related‑party transactions; Compensation Committee affirms no Item 404 relationships/interlocks among its members.
• Watch items/RED FLAGS
  • Board has no Lead Independent Director while Executive Chairman also serves as PEO; may elevate need for robust committee oversight (Burkey’s chair role in Technology is a mitigating factor).
  • Equity plan limit for directors ($400k + special committee allowance) requires monitoring to ensure director compensation stays within best‑practice guardrails.
• Shareholder sentiment
  • 2024 say‑on‑pay passed with 89.6% approval, indicating general investor support for compensation programs.
• Clawback
  • Company adopted a clawback policy applicable to Section 16 officers; plan-level awards are subject to recovery under applicable laws/listing standards.

Director Compensation (2024 Summary)

Committee Assignments and Attendance

Compensation Structure Details

• Director cash retainer: $75,000 annually (quarterly payments); Audit Chair receives an additional $25,000; no meeting fees disclosed.
• RSU grants timing: Transitioned to annual grants at the stockholders’ meeting beginning in 2024; directors received a pro‑rated RSU in February 2024 (vested May 2024) and an annual RSU in May 2024 (vesting on first anniversary).
• Valuation and accounting: RSU fair values determined per ASC 718; assumptions in Note 18 of FY2024 10‑K.

Related Party Transactions and Conflicts

• Item 404 transactions: None requiring disclosure since Jan 1, 2024; relatives of directors/officers employed, but none paid >$120,000 in 2024; Comp Committee members (including Burkey) had no relationships requiring Item 404 disclosure.

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay (2024) approval: 89.6%; Board expects next advisory vote in 2026 following 2025 meeting cadence.

Notes on Board Evolution

• Board declassified in 2024; annual election of all directors commencing with the 2025 Annual Meeting.

Overall, Burkey’s independence, audit financial expertise, and chair role in technology strengthen Board effectiveness and risk oversight at BYON. No personal conflicts or related‑party exposures are disclosed; compensation and ownership policies suggest alignment with shareholders under evolving governance structures.