William G. Wesemann

About William G. Wesemann

Independent Class I director of LivePerson (LPSN) since November 2004; age 68. Technology operator and go‑to‑market executive with prior CEO and senior sales roles at NextPage, netLens (acquired by NextPage), Genesys Telecommunications (pre/post IPO), and NeXT Computer (EVP Global Sales). Education: B.A., Glassboro State College (Rowan University). Current LPSN board roles: Audit Committee member; Nominating & Corporate Governance Committee member; previously chaired Nominating & Corporate Governance. Independence affirmed by the Board under Nasdaq/SEC rules .

Past Roles

External Roles

Board Governance

• Current LPSN committees: Audit Committee (member); Nominating & Corporate Governance Committee (member). Prior service included Chair of Nominating & Corporate Governance and membership on Compensation Committee (2022–2023) .
• Audit Committee composition (current): K.J. Tjon (Chair), Dan Fletcher, Jill Layfield, William G. Wesemann; all members independent; Tjon designated “audit committee financial expert” .
• Meeting cadence and attendance: In 2024, Board held 4 regular and 21 interim meetings; each director attended at least 75% of Board and applicable committee meetings. In 2022, each director attended each Board and committee meeting while serving .
• Independence: Board affirmatively determined Mr. Wesemann is independent under Nasdaq/SEC rules .
• Board skills: Identified for Wesemann — C‑suite leadership, corporate strategy, organizational development, independence, financial expertise, product management/development, technology/SaaS, enterprise sales/marketing, strategic transactions/M&A .

Fixed Compensation

• Non-employee director fee schedule (FY2024 policy):
  • Annual cash retainer: $35,000
  • Chair of the Board retainer: $50,000
  • Annual equity grant (target value): $200,000
  • Committee member retainers: Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000 (Operating Committee disbanded in 2024) .
• Equity form and vesting: 2024 director equity awards delivered in RSUs with one-year cliff vesting; number of RSUs set using a minimum share conversion price above the grant-date close to mitigate dilution, causing actual grant-date value to be below the $200,000 policy target .

Director compensation actually paid to Wesemann (selected years):

Notes:

• 2021–2022 program allowed directors to elect options vs RSUs and to take cash retainers in equity; 2023 moved to RSU‑only for annual equity .

Performance Compensation

Other Directorships & Interlocks

No related-party transactions involving Wesemann were disclosed for FY2024–FY2025; LPSN requires Audit Committee pre‑approval for related party transactions and reported none other than the 2024 Vector cooperation agreement, which concerned board refreshment and did not identify Wesemann as a related person to any transaction .

Expertise & Qualifications

• Technology/SaaS, enterprise sales, and product leadership; prior CEO experience at multiple software companies .
• Financial expertise flagged in Board skills matrix .
• Governance credentials: multi‑year committee leadership (NCGC Chair in prior years); independent status .

Equity Ownership

Additional alignment policies:

• Stock ownership guidelines: Non‑employee directors must hold equity equal to 5x annual cash retainer within five years; new pledging of stock prohibited under governance practices .
• Company clawback: Policy enabling recovery of incentive compensation in event of accounting restatement (executive-focused; disclosed at company level) .

Insider Trades (Form 4)

Governance Assessment

• Committee effectiveness and independence: Current Audit and NCGC memberships keep Wesemann in core oversight lanes; prior NCGC Chair experience enhances governance continuity. Independence affirmed; Audit Committee remains fully independent with a designated financial expert (Tjon) .
• Engagement: Board met frequently in 2024 (25 total meetings); directors, including Wesemann, met or exceeded the 75% attendance threshold. Historical 2022 attendance was 100% across directors, indicating strong engagement norms .
• Ownership alignment: Meaningful beneficial ownership with vested options; additional 80,000 unvested RSUs as of YE2024. Adheres to robust stock ownership guidelines (5x retainer) and prohibition on new pledging—policies supportive of alignment and risk control .
• Compensation mix trend: Shift away from options to RSU‑only for directors since 2023, with 2024 conversion methodology lowering grant-date value to mitigate dilution; Wesemann’s 2024 mix skewed toward equity (~54% of total) despite reduced grant value. This signals cost‑conscious alignment amid stock pressure .
• Conflicts/related parties: No related‑party transactions involving Wesemann disclosed; Audit Committee oversees conflicts per policy. The 2024 Vector cooperation agreement refreshed board composition without identifying conflicts tied to Wesemann .
• Investor confidence signals: Re‑nominated in 2025 as a Class I director nominee alongside ongoing committee service; Board highlights his technology and sales expertise .

Appendix: Committee History and Attendance Snapshot

Attendance:

• 2022: Each director attended each Board and committee meeting while serving .
• 2024: Each director attended at least 75% of Board and committee meetings; Board held 4 regular and 21 interim meetings .