Robert Shapiro
About Dr. Robert J. Shapiro
Dr. Robert J. Shapiro (age 76) has served as an independent director of Beyond, Inc. since February 2020. He is an economist and policy leader: Chairman and founder of Sonecon, LLC (since 2001), former U.S. Under Secretary of Commerce for Economic Affairs (1997–2001), and a senior fellow at Georgetown University’s Center for Business and Public Policy; he holds a Ph.D. and M.A. from Harvard, an M.Sc. from LSE, and an A.B. from the University of Chicago . He serves on BYON’s Audit, Nominating & Corporate Governance, and Technology Committees and is deemed an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Commerce | Under Secretary of Commerce for Economic Affairs | 1997–2001 | Led economic analysis and statistical policy for the U.S. government . |
| Progressive Policy Institute | Co-founder & Vice President | Prior to 1997 | Policy leadership; think tank strategy and economic research . |
| U.S. Senate (Sen. Daniel P. Moynihan) | Legislative Director & Economic Counsel | Prior to 1997 | Advised on economic legislation and policy . |
| Presidential Campaigns | Principal/Senior Economic Advisor (Clinton 1991–92; H. Clinton 2016; advised Biden, Obama, Kerry, Gore) | Various | Economic strategy advising at national campaign level . |
| Medici Ventures (former BYON subsidiary) | Director | Until April 2021 | Governance oversight at BYON subsidiary; independence considered and affirmed in 2024 proxy . |
| Medici Land Governance (MLG) | Director | Prior | Board service at portfolio company; independence affirmed by BYON Board . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sonecon, LLC | Chairman & Founder | Since 2001 | Advises governments, Fortune 100 companies, and non-profits on economic matters . |
| Georgetown University Center for Business and Public Policy | Senior Fellow | Current | Academic affiliation; policy research . |
| NDN Center on Globalization | Director | Current | Governance role at policy organization . |
| Advisory Boards: Cote Capital; Carbon Pricing Initiative; Civil Rights Defenders | Advisory Board Member | Current | External advisory roles in capital, ESG, and civil society . |
Board Governance
- Committee memberships: Audit; Nominating & Corporate Governance; Technology; Audit Committee members are William B. Nettles, Jr. (Chair), Joanna C. Burkey, and Dr. Shapiro; Board determined Dr. Shapiro is an “audit committee financial expert” .
- Independence: The Board deems Dr. Shapiro independent under NYSE standards; the Board reaffirmed independence after considering his prior compensated service on Medici Ventures and MLG .
- Attendance: In 2024, the Board met 17 times; Audit met 11, Compensation 7, Nominating & Corporate Governance 6, Technology 2; each incumbent director attended at least 75% of their Board and committee meetings; non-management directors meet regularly in executive session .
- Tenure & elections: Director since February 2020; Board declassified for annual elections starting 2025 .
- Leadership structure: No Lead Independent Director; Executive Chair Marcus A. Lemonis also serves as PEO since March 2025 .
Fixed Compensation (Non-Employee Director)
| Component | Amount/Terms | 2024 Detail for Dr. Shapiro |
|---|---|---|
| Annual cash retainer | $75,000 (paid quarterly) | $75,000 fees earned . |
| Committee chair fee (Audit Chair) | +$25,000 (Audit Chair only) | Not applicable; Audit Chair is W.B. Nettles, Jr. . |
| Meeting fees | Not disclosed | None disclosed . |
| Total cash | $75,000 | $75,000 . |
Performance Compensation (Equity – RSUs)
| Grant Date | Instrument | Shares | Grant-Date Stock Price | Grant-Date Fair Value | Vesting Notes |
|---|---|---|---|---|---|
| Feb 19, 2024 | RSUs (pro-rated) | 1,650 | $25.89 | Included in 2024 total | Pro-rated award for portion of year; vested May 21, 2024 . |
| May 21, 2024 | RSUs (annual) | 10,172 | $16.79 | Included in 2024 total | Annual director grant; standard program timing changed to annual meeting . |
| 2024 Equity Total | RSUs | 11,822 | — | $213,506 | Aggregate 2024 stock awards value (ASC 718) . |
- Outstanding RSUs at 12/31/2024: 11,506 RSUs (director balance table) .
- Equity plan guardrails: Non-employee director compensation cap of $400,000/year, plus up to $200,000 for service on any special committee; no option/SAR repricing without shareholder approval; 10-year max option/SAR term; no dividends on unvested awards .
- 2023 baseline: 7,412 RSUs granted Jan 23, 2023 (value ~$165,000 for annual awards) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other public company boards | Board composition chart indicates Dr. Shapiro is a board member of one or more public companies (unspecified) . |
| Interlocks | Compensation Committee disclosures indicate no interlocks requiring Item 404 disclosure; none of BYON’s executive officers served on another entity’s comp committee where a reciprocal relationship existed in 2024 . |
Expertise & Qualifications
- Education: Ph.D. & M.A. (Harvard); M.Sc. (LSE); A.B. (University of Chicago) .
- Domain expertise: Senior leadership, finance/accounting, regulatory/government, technology, global business, strategic planning, environmental sustainability; designated audit committee financial expert .
- Government/economic leadership: Former Under Secretary of Commerce; advisor to multiple U.S. presidential campaigns .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Record Date basis) | 40,234 BYON shares; less than 1% . |
| Shares issuable within 60 days (awards) | 10,172 shares included for Shapiro in within-60-day total . |
| RSUs held at 12/31/2024 | 11,506 RSUs . |
| Ownership guidelines | Non-employee directors must hold stock worth 3x annual cash compensation within 5 years (by Jan 23, 2028); as of Dec 31, 2024, all directors are compliant or have time remaining . |
| Hedging/pledging | Insider trading policy prohibits hedging/monetization and short sales; transactions—including pledges—restricted when aware of MNPI; awards generally non-transferable/not pledgeable absent administrator approval . |
| Pledging disclosure | Company not aware of arrangements, including any pledge of securities, that may later result in a change in control . |
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Section 16 filings | All required filings believed timely in last fiscal year except Dr. Shapiro’s Form 4 filed on May 28, 2024 (noted as delinquent) . |
Governance Assessment
-
Strengths
- Independent director with deep economic/public policy expertise; multi-committee service including Audit, where he is deemed a financial expert, supports oversight of reporting, controls, and compliance .
- Ownership alignment: RSU-based annual grants and stock ownership guidelines (3x cash retainer within five years); status compliant or within allowed period .
- Clear related-party transaction policy; no Item 404 transactions involving directors since Jan 1, 2024; prior service at Medici entities considered and independence affirmed .
-
Watch items / potential red flags
- No Lead Independent Director; Executive Chair also PEO—elevates need for robust committee independence and executive session discipline; Board notes strong committee chairs but structure remains a governance risk signal for some investors .
- Section 16 compliance slip (Form 4 delinquency for Dr. Shapiro on May 28, 2024)—minor, but monitor for recurrence .
- Director equity is time-based RSUs without disclosed performance metrics; while typical for directors, it reduces explicit pay-for-performance linkage compared to PSU structures .
-
Compensation mix & trends
- 2024 director compensation: $75,000 cash + $213,506 equity (RSUs); no options; total $288,506—within plan caps; pro-rated + annual grants reflect transition to annual-meeting timing .
- Historical equity value around $165,000 in 2023; 2024 increase reflects grant timing and market price changes rather than explicit shift to higher guaranteed pay .
-
Independence and engagement
- Independent per NYSE; attended ≥75% of Board/committee meetings; frequent executive sessions; annual elections from 2025 enhance accountability .
Overall: Dr. Shapiro brings strong audit and policy credentials and appears aligned via equity and ownership guidelines. The company’s leadership structure (Executive Chair as PEO, no Lead Independent Director) is a broader governance consideration; continued reliance on independent committees and executive sessions mitigates, and Shapiro’s audit expertise supports investor confidence in financial oversight .