William Billings
About William G. Billings
Independent director since February 2024; age 49 as of the 2025 proxy, serving as Lead Independent Director and Chair of both the Audit and Compensation Committees, deemed an “audit committee financial expert.” He is a CPA with a BS in Accounting from Southern University A&M and an MBA from Rice University; currently Chief Accounting Officer at Chewy, Inc. (since August 2024) following senior accounting/finance roles at GlobalFoundries, Coursera, Airbnb, World Fuel Services, and GE .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chewy, Inc. | Chief Accounting Officer | Aug 2024–present | Oversees company accounting operations |
| GlobalFoundries | VP Finance & Chief Accounting Officer | Nov 2021–Jul 2024 | Led global finance/accounting operations |
| Coursera | VP Accounting & Chief Accounting Officer | Aug 2021–Nov 2021 | — |
| Airbnb, Inc. | Global Corporate Controller | Jul 2019–Aug 2021 | — |
| World Fuel Services | VP Finance & Global Controller | Nov 2015–Jul 2019 | — |
| General Electric | Global Technical Controller | Nov 2013–Oct 2015 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chewy, Inc. | Chief Accounting Officer | Aug 2024–present | Public-company officer, not a director |
Board Governance
- Committee assignments: Lead Independent Director; Chair, Audit Committee; Chair, Compensation Committee; members Mocny and Torrie serve on both committees; Li is Chairman of the Board (not independent) .
- Independence: Board determined Billings is independent under Nasdaq rules and SEC rules for Audit and Compensation Committees .
- Financial expert: Board determined Billings qualifies as an “audit committee financial expert” .
- Attendance: Board met six times in 2024; each director attended at least 75% of board/committee meetings; all four directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting, led by the Lead Independent Director (Billings) .
- Nominating process: No standing nominating committee; full Board participates; 2025 nominees (including Billings) were recommended by the CEO and CFO .
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Fees earned or paid in cash | — (no cash fees) |
| Option awards (grant-date fair value) | $48,000 |
| Total | $48,000 |
Option grant details (upon appointment):
| Grant Date | Award Type | Shares | Vesting | Strike | Expiration |
|---|---|---|---|---|---|
| Feb 19, 2024 | Stock option | 2,000 | Fully vested upon approval | Not disclosed | Not disclosed |
Plan-level director compensation limits:
- Non-employee director annual cap: $750,000; may increase to $1,000,000 for first-year directors, Lead Independent Director, non-executive chair, or special committee service, with non-recusal requirement .
Performance Compensation
- No director RSUs/PSUs, performance options, or performance metric linkages disclosed for non-employee directors in 2024; Billings’ compensation comprised a fully vested option award upon appointment .
Other Directorships & Interlocks
- No other public-company directorships disclosed for Billings; biography lists operating roles (Chewy CAO, etc.), not board seats .
- 2025 nominees (including Billings) were recommended by Knightscope’s CEO and CFO (management influence in nominations), with no related-party transactions reported .
Expertise & Qualifications
- CPA; audit committee financial expert .
- Extensive finance/accounting leadership across tech and industrial firms (Chewy, GlobalFoundries, Coursera, Airbnb, World Fuel Services, GE) .
- Education: BS Accounting (Southern University A&M); MBA (Rice University) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Options Exercisable (≤60 days) | Notes |
|---|---|---|---|---|
| William G. Billings | 2,022 | * (<1%) | 2,000 | Director options were fully vested upon approval |
Policies:
- Anti-hedging/pledging: Officers and directors prohibited from short sales, options trading, hedging/monetization; pledging/margin accounts prohibited, with limited non-margin pledge exceptions requiring capacity to repay without resort to pledged securities .
Governance Assessment
- Positive signals: Lead Independent Director role with executive sessions each regular meeting enhances board independence; Billings chairs both Audit and Compensation, is designated financial expert; committees met regularly (Audit 4x; Comp 2x in 2024); directors met attendance thresholds and attended annual meeting .
- Alignment: 2024 director pay for Billings was entirely equity via a fully vested option; no cash fees, modest grant value ($48k), and small beneficial ownership (<1%), with additional 2,000 options currently exercisable .
- Risk indicators: No standing nominating committee; nominees (including Billings) recommended by CEO/CFO—heightened reliance on management in director selection; mitigated by independent-only voting under Nasdaq rules and Billings’ Lead Independent Director role . No related-person transactions disclosed; anti-hedging/pledging policy in place .
- Compensation governance: Non-employee director cap ($750k; $1,000k for first-year/lead independent/special committee) reduces pay inflation risk; no director performance pay metrics disclosed, consistent with standard practice for director compensation .