Karen Webster
About Karen Webster
Karen Webster (68) is an independent non‑executive director of Sezzle Inc., appointed to the Board on February 5, 2024. She is founder and CEO of What’s Next Media & Analytics LLC (since July 2009), co‑founder/executive at Market Platform Dynamics LLC (since 2004), and a consultant/managing director at Berkeley Research Group, LLC (since 2023). She holds an M.S. in Strategy/Marketing from Johns Hopkins University. The Board has determined she is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| What’s Next Media & Analytics LLC | Founder & Chief Executive Officer | Jul 2009–present | Senior management/operator background in payments/media analytics |
| Market Platform Dynamics LLC | Co‑founder; Executive | 2004–present | Payments industry expertise cited by Sezzle as board qualification |
| Berkeley Research Group, LLC | Consultant; Managing Director | 2023–present | Management consulting experience |
External Roles
| Category | Disclosure |
|---|---|
| Other public company boards | Her Sezzle biography and appointment 8‑K reference operating and consulting roles (above) and do not reference other public company directorships. |
Board Governance
- Committee assignments: Audit & Risk (Member), Compensation (Member), Nominating & Corporate Governance (Member). All three committees are fully independent; Stephen East serves as Chair of each.
- Independence: Board determined Ms. Webster is independent under Nasdaq and SEC rules.
- Board structure: CEO also serves as Chairman; independent directors meet in executive session at least twice annually.
- Attendance: The Board met 14 times in 2024; each director attended at least 75% of meetings during their service period.
- 2025 director election support: Votes “FOR” Ms. Webster 20,715,760; “WITHHELD” 1,592,194; “NON‑VOTES” 5,998,762.
Fixed Compensation
Director fee framework (non‑employee directors):
| Component | Amount |
|---|---|
| Annual Board retainer (member) | $60,000 |
| Audit & Risk Chair | $15,000 |
| Compensation Chair; Nominating Chair | $7,500 (each) |
| Audit & Risk member | $7,500 |
| Compensation member; Nominating member | $3,750 (each) |
2024 director pay – Karen Webster:
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $75,000 |
| Stock awards (grant‑date fair value) | $78,499 |
| Option awards | — |
| All other compensation (stipends) | $8,672 |
| Total | $162,171 |
Notes:
- “All other compensation” represents director travel/education stipends.
- Individual appointment letters govern director pay; the above is the standard structure.
Performance Compensation
Equity awards disclosed for 2024:
| Grant date | Type | Shares | Grant‑date fair value per share | Total fair value | Vesting |
|---|---|---|---|---|---|
| Apr 1, 2024 | RSUs | 6,900 | $11.38 | $78,499 | 25% on Apr 1, 2025; remainder vests quarterly thereafter over 4 years |
Additional context:
- Upon appointment, the Company disclosed Ms. Webster would receive a non‑employee director RSU grant valued at approximately $46,000 on April 1, 2024, vesting 100% after one year; the definitive 2025 proxy reflects the 6,900‑share grant and 4‑year vesting cadence above.
Performance metrics in director compensation:
- No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to director equity awards; awards are time‑based RSUs under the 2021 Equity Incentive Plan (which includes clawback provisions).
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None. No Sezzle executive officer served on another company’s comp committee/board with a Sezzle exec serving reciprocally. |
| Related‑party transactions (board oversight) | Audit & Risk Committee reviews and approves related‑party transactions. |
Expertise & Qualifications
- Payments operator and strategist: Founder/CEO (What’s Next Media & Analytics), co‑founder/executive (Market Platform Dynamics), MD/consultant (BRG).
- Board skills alignment: Company cites her “expertise in the payments industry” and senior management experience.
- Education: M.S. in Strategy/Marketing, Johns Hopkins University.
- Committee coverage: Simultaneous service on Audit & Risk, Compensation, and Nominating & Corporate Governance.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 21, 2025) | 1,725 shares of common stock; <1% of outstanding. |
| Vested/unvested awards | 6,900 RSUs granted Apr 1, 2024; 25% vests Apr 1, 2025, remainder quarterly thereafter (time‑based). |
| Hedging/pledging policy | Company prohibits short sales, hedging, and pledging except in limited, pre‑approved cases; Audit & Risk Committee monitors any approved pledges. |
| Ownership guidelines | Compensation Committee oversees policies and practices including minimum shareholding requirements for non‑executive directors (policy oversight referenced; specific guideline levels not disclosed). |
Section 16(a) compliance (FY 2024):
| Insider | Disclosed 16(a) reporting issues |
|---|---|
| Karen Webster | None disclosed. |
| Stephen East | One Form 3 omission (7,800 shares) and one Form 4 gift omitted; corrected via Form 5. |
| Kyle Brehm | One Form 3 omission (3,000 shares); corrected via amendment. |
Governance Assessment
Strengths
- Independent director with deep payments industry experience; serves across all three key committees (audit, compensation, nominating).
- Strong shareholder support: 2025 vote “FOR” 20,715,760 (vs. 1,592,194 “WITHHELD”); Say‑on‑pay advisory vote also received substantial support (22,065,307 “FOR” vs. 195,097 “AGAINST”).
- Section 16 compliance: No delinquencies disclosed for Webster for 2024.
- Policy framework: Robust prohibitions on hedging/shorting; pledging only with pre‑approval; clawback provisions embedded in the 2021 equity plan covering awards.
Watch items and potential risks
- Board leadership concentration: CEO also serves as Chairman; all three key committees chaired by a single director (Stephen East), which may concentrate agenda control; continued oversight by independent directors is important.
- Ownership alignment: Beneficial ownership reported at 1,725 shares; alignment also supported by time‑based RSUs (6,900 grant). Monitoring progress vs. any director ownership guidelines (not quantified in proxy) is prudent.
- Company‑level scrutiny: Investor law firm announced an investigation following a short‑seller report alleging issues with subscription enrollment practices; shares fell 23.16% on Dec 18, 2024. Board‑level oversight (including Audit & Risk and Nominating & Corporate Governance on which Webster serves) is a relevant governance focus.
- Related‑party exposure (company level): Family employment of CEO’s brother‑in‑law ($186k comp) and President’s brother ($199k comp) disclosed; Audit & Risk Committee (of which Webster is a member) reviews related‑party transactions.
Compensation Committee process and controls
- Independence: All members independent; no interlocks.
- Scope: Oversees CEO/executive pay goals, director pay, incentive plans, clawbacks, and ownership/minimum shareholding policies; empowered to retain independent compensation consultants.
- Consultant: FW Cook engaged in 2022 for benchmarking; Company plans to re‑engage in 2025.
Director compensation structure signals
- Mix reflects cash retainers plus time‑based RSUs (no options for Webster in 2024); equity plan includes explicit clawback provisions; director equity within shareholder‑approved caps ($750k per year; $1m in first‑year).
Executive sessions and engagement
- Independent directors meet at least twice annually without management; directors encouraged to attend the annual meeting.