William Nettles Jr.
About William B. Nettles, Jr.
Independent director at Beyond, Inc. since June 2020; age 52. Audit Committee Chair and SEC-designated “audit committee financial expert.” Co‑Founder and Managing Partner of Invictus Growth Partners (founded 2019). B.S. in Business Administration from University of California, Berkeley. Background spans private equity, corporate development, investor relations, and operating roles across technology and payments, with international general management experience (VeriFone MEA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invictus Growth Partners | Co‑Founder & Managing Partner | 2019–present | Technology investment and advisory leadership |
| Advanced Mobile Payments | Founder & Board Member | — | Payments technology board service |
| Sungevity | Executive Vice President | — | Leadership in solar/operations |
| Pan African Investments (PIC) | Director of Investments | — | Private investments, M&A/financing experience |
| VeriFone | VP & Head of Corp Dev & IR; GM, Middle East & Africa | — | Corporate development, IR; regional P&L leadership |
| Lycos | Corporate Development Executive | — | Strategy/M&A in internet services |
| Credit Suisse | Investment Banker | — | M&A, equity/debt financing |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Advanced Mobile Payments | Board Member | Private | Payments tech company |
| Other public company boards | — | — | No other public boards indicated for Nettles in Board matrix |
Board Governance
- Committee assignments: Audit Committee Chair; members Joanna C. Burkey and Dr. Robert J. Shapiro. Board determined Nettles is independent and an “audit committee financial expert.” Audit remit includes financial reporting oversight, auditor appointment/evaluation, ICFR, cybersecurity updates, compliance, and critical audit matters .
- Independence: Independent under NYSE and SEC rules; majority of Board independent (only Executive Chairman Marcus Lemonis is non‑independent) .
- Attendance: Board held 15 meetings in 2023 and 17 in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings in both years .
- Tenure: Director since 2020; Audit Chair since December 18, 2023 .
- Executive sessions: Non‑management directors meet regularly in executive session .
- Board declassification: In 2024, shareholders approved moving to annual elections; effective from the 2025 Annual Meeting .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 base; Audit Chair additional retainer approved Feb 16, 2024: $25,000; Fees earned totaled $93,750 (reflecting partial year as Chair) |
| Pay cadence | Quarterly payments | Quarterly payments |
| Meeting fees | Not disclosed; program emphasizes retainers | Not disclosed; program emphasizes retainers |
Director Compensation (total and mix):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 | $93,750 |
| Stock Awards ($) | $164,991 | $213,506 |
| Total ($) | $239,991 | $307,256 |
Performance Compensation
Annual director equity is delivered in RSUs; no performance conditions are disclosed (time-based vesting).
| Grant detail | Date | Quantity | Grant-date price | Vesting |
|---|---|---|---|---|
| Annual RSU grants (2024; pro‑rated then annual) | Feb 19, 2024 | 1,650 | $25.89 | Pro‑rated award vested May 21, 2024 |
| May 21, 2024 | 10,172 | $16.79 | Annual cycle; RSU program transitioned to grants at annual meeting in 2024 | |
| RSU vesting convention (prior grants) | — | — | — | RSUs vest on one‑year anniversary of grant (2023 disclosures) |
Equity award accounting:
- 2024 RSU grant fair value aggregated $213,506; year-end RSUs held by Nettles: 11,506 .
- Director equity awards are time-based RSUs; proxy director compensation section contains no performance metrics tied to director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (other than Beyond) | None indicated for Nettles in Board skills/independence matrix |
| Private boards | Advanced Mobile Payments (Founder/Director) |
| Interlocks/overlaps | None disclosed in proxy; no related-party transactions requiring Item 404 disclosure since Jan 1, 2024 |
Expertise & Qualifications
- Financial oversight and capital markets (investment banking at Credit Suisse; corporate development and IR at VeriFone); SEC-designated audit committee financial expert .
- Technology and operations leadership (VeriFone GM MEA; Sungevity EVP) with global/international experience .
- Strategic planning, business transformation, and human capital management credentials cited by Board .
Equity Ownership
| Metric | Record Date FY 2022 | Record Date FY 2023 | Record Date FY 2024 |
|---|---|---|---|
| Beneficial ownership (shares) | 6,666 | 21,780 | 22,874 |
| Ownership % of outstanding | <1% | <1% (outstanding 45,733,478) | <1% (outstanding 55,220,939) |
| RSUs held at year-end (director) | — | 11,079 | 11,506 |
| Shares issuable within 60 days (RSUs) | — | — | 10,172 included in certain directors’ counts (including Nettles) |
Insider filings & trades:
| Item | FY 2024 status |
|---|---|
| Section 16(a) compliance | Company believes all directors/officers met filing requirements in last fiscal year, except one late Form 4 by Dr. Shapiro (no issue noted for Nettles) |
Governance Assessment
- Board effectiveness: Nettles strengthens financial oversight as Audit Chair and SEC “financial expert” with broad capital markets and technology/operator background—aligned with Beyond’s transformation and risk profile .
- Independence & engagement: Independent director; Audit Chair since Dec 18, 2023; attended ≥75% of meetings; Board majority independent; regular executive sessions support independent oversight .
- Compensation & alignment: Director pay is balanced—cash retainer with incremental Audit Chair fee ($25,000), plus time-based RSUs; 2024 total $307,256, with equity comprising ~69%—creating alignment without performance gaming; no options reported .
- Ownership: Beneficial holdings increased from 6,666 (2022) to 22,874 (2024 record date); RSUs outstanding provide further alignment; ownership remains <1% (typical for non-employee directors) .
- Conflicts/related parties: No Item 404 related-party transactions disclosed since Jan 1, 2024; company not aware of pledge arrangements that may result in change in control; monitor potential future interactions with Invictus portfolio companies given PE role, though none disclosed .
- Risk indicators: No director-specific legal proceedings or red flags disclosed; declassification of Board in 2024 improves accountability (annual elections from 2025) .
RED FLAGS: None material disclosed for Nettles. Monitoring points: private equity affiliations (Invictus) for future related-party exposure; continued transparency on director stock ownership guideline compliance if/when disclosed .