Frederick William Caple
About Frederick William Caple
Frederick William (“Bill”) Caple, age 66, has served as an independent director of SBEV since May 3, 2023. He is an international management consultant and investment banker at Caple Advisory since 2003, with expertise in corporate finance, M&A, and business development; the board cites him as an asset for corporate finance strategies and M&A experience . The board has determined Caple is independent under NYSE standards, including for Audit, Compensation, and Nominating committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caple Advisory | Consultant (international management consulting and investment banking) | Since 2003 | Focus on corporate strategies, business development, corporate finance, M&A |
| SevenTen Software, Inc. | Board member; Executive Chairman | Not disclosed | Consulted on strategies, business development, corporate finance; advised sale of SevenTen Software |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Covax Data, Inc. | Board member | Current (as of Oct 2024) | Assists sales channels, business development for cybersecurity blockchain product; helps raise growth capital |
Board Governance
- Independence: Caple is independent under NYSE standards (Audit, Compensation, Nominating) .
- Attendance: All directors attended over 75% of Board and Committee meetings in 2024; Board met 6 times (plus 6 unanimous consents); Audit held 4, Compensation 2, Nominating 2 .
- Audit oversight: Caple signed the Audit Committee Report recommending inclusion of 2024 audited financial statements; the committee met privately with auditors and assessed independence .
- Anti-hedging/anti-pledging: Policy adopted Aug 24, 2023 prohibits hedging, short-selling, and derivative transactions by directors and insiders .
| Committee | 2024 Role (as of Oct 8, 2024) | 2025 Role (as of Oct 6, 2025) |
|---|---|---|
| Audit | Caple listed as Chair (“*” indicates chair) alongside John Paglia | Member; Chair is Thomas Fore |
| Compensation & Management Resources | Caple listed as Chair alongside John Paglia | Member (with Fore, Yorke) |
| Nominating & Corporate Governance | Caple listed as Chair alongside John Paglia | Member (with Fore, Yorke) |
- Note: The 2024 proxy shows Caple as chair of all three committees, but the same document’s narrative names John Paglia as Audit Chair—an inconsistency that is a governance quality concern . In 2025, committee chairs and membership changed, with Fore as Audit Chair and Caple as a member across all three committees .
Fixed Compensation
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 46,664 | 125,000 | — |
| 2024 | 69,996 | 161,500 | 231,496 |
- Directors were paid cash and options for service; options exercisable at a weighted-average price of $18 per share over 10 years .
Performance Compensation
| Grant Date | Instrument | Quantity | Strike | Term | Vesting | Notes |
|---|---|---|---|---|---|---|
| Aug 15, 2025 | Warrants | 750,000 | $0.80 | 5 years | One-third vests immediately; remainder vests quarterly over 2 years; service-based | Granted to each director (including CEO); CFO received 1,000,000; employees received 400,000 |
| FY2024 (aggregate terms) | Stock Options | — | $18 (WAVG) | 10 years | Not disclosed | Applies to director option awards shown in 2024 compensation |
- No director RSUs/PSUs or performance metrics (TSR, revenue, EBITDA) disclosed for director compensation .
- Director compensation is primarily fixed cash plus time-vested options/warrants; no meeting or committee chair fees disclosed .
Other Directorships & Interlocks
| Company | Public/Private | Overlap with SBEV stakeholders | Potential Interlock Risk |
|---|---|---|---|
| Covax Data, Inc. | Not disclosed as public | Not disclosed | No identified interlocks with SBEV customers/suppliers in filings |
| SevenTen Software, Inc. | Not disclosed as public | Not disclosed | Historical role; no current interlock disclosed |
Expertise & Qualifications
- Corporate finance, M&A, business development; board emphasizes his strategic finance and acquisition skills .
- Audit Committee service and participation in auditor oversight and financial reporting processes .
- No formal education credentials disclosed for Caple in SBEV filings .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Derivative Holdings | Notes |
|---|---|---|---|---|
| Frederick William (“Bill”) Caple | 755,000 | 24.1% | Warrants: 750,000 held by SNS Universal Solutions LLC; Options: 3,125 | Based on 2,374,226 shares outstanding as of Oct 2, 2025 |
- Anti-hedging and anti-pledging policy applies to directors (adopted Aug 24, 2023) .
- Stock ownership guidelines for directors are not disclosed in the proxy materials .
Insider Trades and Section 16 Compliance
| Date/Context | Security/Grant | Required Filing | Status |
|---|---|---|---|
| Apr 19, 2024 | Shares and stock options | Form 4 | Not filed by Caple |
| Aug 15, 2025 | Warrants grant | Form 4 | Not filed by Caple (and other insiders) |
- Late/missing Section 16 filings are a governance red flag, indicating weaknesses in insider compliance controls .
Governance Assessment
- Positives:
- Independence affirmed; Caple serves across all three key committees, indicating broad governance engagement .
- Attendance above 75%; participation in audit oversight and signing committee reports supports board effectiveness .
- Anti-hedging/anti-pledging policy enhances alignment with shareholders .
- Concerns:
- Section 16 filing deficiencies for Caple (missing Form 4s in 2024 and 2025) raise compliance and control concerns—RED FLAG .
- 2024 proxy inconsistency on Audit Committee chair (table lists Caple as chair; narrative names Paglia) suggests disclosure/process shortcomings—RED FLAG .
- High beneficial ownership largely via derivatives (750,000 warrants) may skew incentives toward short-term equity events versus long-term performance, especially given company’s heavy use of equity-linked financing; monitor exercise/vesting behavior .
- Contextual company risk:
- Company disclosed operational and financing stress in 2025 and reliance on an equity line (ELOC) with potential price pressure; while not Caple-specific, such conditions test board oversight and risk governance .