Marcus Lemonis
About Marcus Lemonis
Marcus A. Lemonis (age 51) is Beyond, Inc.’s Executive Chairman and, since March 10, 2025, its Principal Executive Officer; he has served on BYON’s board since October 2, 2023, was Co‑Chair (Nov 29–Dec 9, 2023), Chairman (Dec 10, 2023–Feb 19, 2024), and Executive Chairman from Feb 20, 2024; he holds a B.A. from Marquette University . During his tenure, BYON’s stock rose approximately 81% from October 2, 2023 ($15.04) to February 20, 2024 ($27.18), before the board implemented stringent equity hurdles for his compensation . Lemonis’ credentials span senior leadership, marketing/brand management, merchandising, customer experience, finance/accounting, technology, strategic planning, supply chain, retail/online growth, business transformation, and human capital management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beyond, Inc. | Director | Oct 2, 2023–present | Board cites extensive retail and transformation expertise to strengthen oversight and strategy . |
| Beyond, Inc. | Co‑Chair of the Board | Nov 29–Dec 9, 2023 | Transition leadership and governance refresh . |
| Beyond, Inc. | Chairman of the Board | Dec 10, 2023–Feb 19, 2024 | Led board oversight as company pivoted; board highlights suitability for strategy, performance oversight . |
| Beyond, Inc. | Executive Chairman | Feb 20, 2024–present | Bridge between management and independent directors to facilitate information flow and revenue growth focus . |
| Beyond, Inc. | Principal Executive Officer (PEO) | Mar 10, 2025–present | Assumed PEO duties with equity-only incentive tied to Adjusted EBITDA, margins, contribution margin . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Camping World Holdings, Inc. (NYSE: CWH) | Chairman & CEO | Since Mar 2016 | Grew large RV/outdoor retail affinity group; extensive retail operations experience . |
| CWGS, LLC | President & CEO; Director | Since Feb 2011 | Multi-brand retail services leadership . |
| Good Sam Enterprises, LLC | CEO; Director | Since Jan 2011 | Membership/services expansion . |
| Camping World, Inc. | President & CEO; Director | Since Sep 2006 | Retail growth and operations scale . |
| FreedomRoads, LLC | President & CEO; Director | Since May 1, 2003 | Dealership/retail platform leadership . |
Fixed Compensation
- No cash compensation for Executive Chairman and PEO roles; his compensation is entirely equity-linked .
- 2025 awards upon PEO appointment (Mar 10, 2025): 500,000 time‑based RSUs and 500,000 performance shares at target; 400,000 RSUs and 425,000 performance shares are contingent on stockholder approval due to plan limits .
- Board estimated grant date fair value at $5.4M on Mar 10, 2025; total fair value ranges $5.1M–$12.3M depending on stock price at the May 15, 2025 annual meeting, with 50% RSUs and 50% performance shares structure .
Performance Compensation
2024 Executive Chairman Performance Award (Options)
| Tranche | Options (#) | Exercise Price | Stock Price Hurdle (20‑day avg) | Performance Period | Earliest Vest Date | Expiration |
|---|---|---|---|---|---|---|
| 1 | 500,000 | $45.00 | $45.00 | Feb 20, 2024–Feb 20, 2026 | Feb 20, 2025 | Feb 20, 2026 |
| 2 | 750,000 | $50.00 | $50.00 | Feb 20, 2024–Feb 20, 2027 | Feb 20, 2026 | Feb 20, 2027 |
| 3 | 1,000,000 | $60.00 | $60.00 | Feb 20, 2024–Feb 20, 2028 | Feb 20, 2027 | Feb 20, 2028 |
- Acceleration: earned tranches vest upon Qualifying Termination (without cause) or death/disability; unearned tranches do not accelerate; change‑in‑control triggers vesting only to the extent hurdles met by “Change in Control Value” .
- 2024 shareholder approval obtained; grant date ASC 718 values by tranche were disclosed and priced via Monte Carlo on the approval date .
2025 PEO Performance Shares – Metrics and Payouts
| Metric | Weight | Threshold | Target | Maximum | Payout (% of target) | Eligibility Conditions |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (3‑month run rate) | 50% | −$5.0M | −$5.0M | $0.0M | 0/100/120 | Full‑year Adjusted EBITDA ≥ −$44M |
| Adjusted Gross Margin | 25% | 23.0% | 25.0% | 28.0% | 0/50/100/150 | 2025 gross profit ≥ $300M |
| Contribution Margin | 25% | 3.0% | 6.0% | 9.0% | 0/50/100/150 | Standard vesting/service conditions apply |
- Earned performance shares vest on Mar 10 of 2026, 2027, and 2028, subject to continued service in a Qualifying Position .
- Accelerations: pro‑rata earn on death/disability; 12‑months of vesting credit upon Qualifying Termination; change‑in‑control prior to Dec 31, 2025 deems target shares “earned,” with service‑based vesting or immediate vesting upon post‑CoC termination defined in award terms .
2025 RSUs – Vesting
- Time‑based RSUs vest in three installments on Mar 10 of 2026, 2027, and 2028, subject to continued service in a Qualifying Position (PEO, Executive Chairman, Chairman or other board‑designated role) .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mar 1, 2024 | 169,898 | 0.37% | Shares purchased in open market; based on 45,632,494 shares outstanding . |
| Mar 10, 2025 | 436,958 | ~0.81% (based on 53,888,501 outstanding) | Open‑market purchases; excludes unvested options and awards . |
| Record Date (Mar 24, 2025) | 456,151 | <1% | Beneficial ownership table; 55,220,939 shares outstanding . |
| Scenario | Shares | % Ownership |
|---|---|---|
| If Lemonis Awards fully vested (1,175,000 shares at maximum) | 1,175,000 | 2.99% (as of Mar 10, 2025; excludes future dilution) . |
| If 2024 Executive Chairman options fully exercised | 2,250,000 | 5.3% (as of Mar 1, 2024; excludes dilution) . |
- Stock ownership guidelines: CEO must hold 6x base salary; other senior executives 3x; non‑employee directors 3x annual cash compensation; as of Dec 31, 2024, senior executives and non‑employee directors are in compliance or within the allowed timeframe .
- Hedging/derivatives and short sales are prohibited; pledges/gifts are subject to insider trading policy, window restrictions and pre‑clearance (no explicit pledging ban disclosed) .
Employment Terms
| Trigger | RSUs | Performance Shares | 2024 Option Award |
|---|---|---|---|
| Qualifying Termination (without cause) | Vests the portion that would have vested in 12 months | Vests the portion that would have vested in 12 months; eligibility to earn for pre‑CoC period | Vests only for tranches whose price hurdles are achieved pre‑ or within 20 trading days post‑termination; others forfeit . |
| Death/Disability | Not specifically accelerated (RSUs) | Pro‑rata earn/vest based on elapsed service; continued earn if before Dec 31, 2025 and pre‑CoC | Vests for any tranche with hurdle achieved before termination . |
| Change‑in‑Control (CoC) | Assumption/substitution per plan; unassumed awards vest | If CoC before Dec 31, 2025, target shares deemed “earned”; service vesting continues; vest on CoC upon qualifying termination after CoC | Unvested portions vest only to extent hurdles met by “Change in Control Value”; any tranches without achieved hurdles forfeit . |
| Clawback | Subject to NYSE‑compliant clawback for incentive compensation (Accounting Restatement) | Subject to clawback | Subject to clawback . |
Board Governance
- Committee memberships: Lemonis serves on no board committees .
- Independence: Lemonis is not independent; the board otherwise has a majority of independent directors .
- Lead Independent Director: Not appointed; board relies on strong independent committee chairs while Lemonis serves as Executive Chairman and PEO .
- Board and committees met frequently in 2024; each incumbent director attended ≥75% of meetings; non‑management directors meet regularly in executive session .
- Committee chairs: Audit—William B. Nettles, Jr.; Compensation—Barclay F. Corbus; Nominating & Corporate Governance—Joseph J. Tabacco, Jr.; Technology—Joanna C. Burkey .
- Plan limits for non‑employee director compensation: $400,000 cash + equity cap, with up to $200,000 additional for service on special committees; consulting/Executive Chairman compensation is excluded from these limits .
- Director service and election: BYON declassified its board in 2024; annual elections begin 2025 .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2023 | 93.8% |
| 2024 | 89.6% |
Compensation Structure Analysis
- Shift from options‑only (2024 Executive Chairman award with $45/$50/$60 hurdles) to a 2025 mix of RSUs and performance shares at target (50%/50%) for the PEO role increases guaranteed equity via time‑based RSUs while maintaining at‑risk pay tied to profitability/margins .
- Contingent 2025 awards required shareholder approval due to annual per‑participant limits; without approval, board noted remaining awards may be insufficient incentive and could consider cash compensation in future—an indicator of potential retention risk if equity is constrained .
- Equity program overhang (company‑wide) around 9.5% fully‑diluted as of Mar 14, 2025, with rigorous 2024 PSUs/options still unearned; Restated Plan would raise available shares but includes governance guardrails (no repricing, dividend restrictions on unvested awards) .
Equity Awards Detail Summary
| Award Type | Grant Date | Quantity | Status/Contingency | Key Terms |
|---|---|---|---|---|
| RSUs (PEO) | Mar 10, 2025 | 500,000 | 400,000 contingent pending Proposal 5; 100,000 non‑contingent | Vests Mar 10, 2026/2027/2028 with Qualifying Position service . |
| Performance Shares (PEO) | Mar 10, 2025 | 500,000 target; up to 675,000 max | 425,000 contingent pending Proposal 5; 185,185 target retained if Proposal 5 fails | Metrics/payouts per table; eligibility gates; service vest Mar 10, 2026/2027/2028 . |
| Executive Chairman Options | Feb 20, 2024 | 2,250,000 | Approved by shareholders in 2024 ; value via ASC 718 Monte Carlo | Three tranches with price/time hurdles; specific CoC and termination treatments . |
Investment Implications
- Alignment: No cash pay, equity tied to profitability (Adjusted EBITDA), margins, and contribution margin; options require significant stock price appreciation above current levels—strong pay‑for‑performance alignment .
- Retention and supply: RSUs and earned PS vest in 2026–2028, creating potential selling pressure as tranches settle; however, option tranches are high‑strike and only valuable at materially higher share prices .
- Governance risk: Combined Executive Chairman + PEO with no Lead Independent Director elevates independence concerns; mitigants include independent committee chairs and regular executive sessions .
- Dilution/overhang: Company‑level overhang increases if Restated Plan passes; Lemonis’ potential ownership could rise to 2.99% if all PEO awards max out and 5.3% if 2024 options fully exercised (illustrative, pre‑dilution)—monitor shareholder approvals and future issuance pace .
- Shareholder support: Prior say‑on‑pay outcomes (89.6% in 2024; 93.8% in 2023) show solid support, but contingent awards to the PEO may test sentiment; track the 2025 vote outcomes and any investor feedback .
Director Board Service History and Roles: Lemonis has served as Co‑Chair, Chairman, Executive Chairman, and PEO; he is not independent and holds no committee memberships; the board did not appoint a Lead Independent Director, relying on independent chairs of Audit, Compensation, Nominating & Governance, and Technology committees; attendance thresholds and executive sessions were met in 2024 .