Elizabeth Sestanovich
About Elizabeth Sestanovich
Elizabeth “Beth” Sestanovich is Chief People Officer at System1 (SST), age 61, serving in this role since June 2021 after previously serving as Chief Operations Officer beginning August 2016; she holds a Master’s in psychology and organizational behavior from Pepperdine University and a bachelor’s in psychology with a minor in economics from UCLA . During her tenure on the executive team, company-level performance (ex-Total Security after the 11/30/2023 sale) was FY2023 revenue $402M, adjusted gross profit $153M, adjusted EBITDA $29M; FY2024 revenue $344M, adjusted gross profit $152M, adjusted EBITDA $39M; and LTM Mar-2025 revenue $334M, adjusted gross profit $163M, adjusted EBITDA $50M .
Company performance (ex-Total Security)
| Metric ($USD Millions) | FY 2023 | FY 2024 | LTM Mar 2025 |
|---|---|---|---|
| Revenue | $402 | $344 | $334 |
| Adjusted Gross Profit | $153 | $152 | $163 |
| Adjusted EBITDA | $29 | $39 | $50 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| System1 | Chief Operations Officer | Aug 2016–Jun 2021 | Executive operations leadership |
| Summit Advisors | Founding Partner & Principal | 2014–2016 | Management consulting/advisory leadership |
| LA Weekly & OC Weekly | CEO & Group Publisher | 2002–2013 | Led publishing organization |
| Carsdirect.com / The Los Angeles Times | Senior management positions | 1993–2002 | Senior roles in digital/media |
External Roles
No public company directorships or committee roles are disclosed for Sestanovich in the SST proxy filings .
Fixed Compensation
- Not disclosed for Sestanovich in the 2024 and 2025 proxy statements (she is not listed among the Named Executive Officers in the Summary Compensation Table) .
Performance Compensation
- Individual metrics and payout detail for Sestanovich are not disclosed. The company reports executive bonus determinations incorporate adjusted EBITDA and individual performance (example: CFO’s 2023 annual bonus paid in 2024 was based on adjusted EBITDA and individual performance) .
Plan-level provisions relevant to equity awards:
- Change-in-control acceleration if awards are not assumed/continued on substantially the same terms (Amended 2022 Plan; SARs Plan) .
- Clawback: all awards subject to the Company’s Policy for Recovery of Erroneously Awarded Compensation and any applicable clawback policy .
- Repricing: SARs Plan requires shareholder approval to reprice SARs; Amended 2022 Plan permits option/SAR repricing without shareholder approval (governance nuance) .
Equity Ownership & Alignment
Ownership components and totals (beneficial ownership includes shares issuable/exchangeable within 60 days of the record date):
| Metric | 2023 (as of Apr 20, 2023) | 2024 (as of Apr 25, 2024) | 2025 (as of Apr 15, 2025) |
|---|---|---|---|
| Class A shares directly owned | 74,192 | 114,303 | 146,371 |
| Class B Units exchangeable to Class A | 235,789 | 250,357 | 255,212 |
| Shares issuable within 60 days from RSUs/awards | 2,250 | 4,895 | 3,750 |
| Total beneficial Class A shares | 317,957 | 369,555 | 405,333 |
| Beneficial ownership % of Class A | <1% | <1% | <1% |
- Structural alignment: Class B Units are exchangeable/redemption-eligible on a one-for-one basis into Class A Common Stock or a cash payment based on VWAP, and carry corresponding Class C voting rights until exchanged—creating potential future liquidity events upon exchange/redemption .
- Insider activity/vesting: The company reported a delinquent Form 4 for Sestanovich due to a “non-sale disposition” tied to net settlement of RSUs upon vesting in October 2024 (administrative timing issue) .
- Pledging/hedging: No pledging or hedging policy disclosure specific to executives was identified in the proxies; no pledged shares for Sestanovich are disclosed .
Employment Terms
- No individual employment agreement for Sestanovich is summarized in the 2025 or 2024 proxies; employment agreements during 2024 were disclosed for the CFO and a subsidiary president (Kidambi and Mezzacca) .
- Indemnification: SST has indemnification agreements with each director and executive officer; bylaws provide advancement of expenses subject to limitations .
- Equity plan CoC and clawback terms apply to participants (see Performance Compensation plan-level provisions above) .
Investment Implications
- Ownership and alignment: Sestanovich’s beneficial ownership is consistently <1% with meaningful exchangeable Class B Units (255k in 2025), which provides voting power via Class C but limited direct economic exposure until exchange; future exchanges could create incremental float and potential trading supply, though timing is discretionary .
- Transparency and incentive levers: Absence of disclosed base salary/bonus metrics for Sestanovich reduces pay-for-performance visibility; company-level bonus constructs include adjusted EBITDA and individual performance, suggesting focus on profitability and execution, but no weighting/targets are provided for her .
- Governance and risk signals: Plan-level clawback coverage is robust; however, the Amended 2022 Plan’s allowance for option/SAR repricing without shareholder approval contrasts with the SARs Plan’s prohibition, a mixed governance signal that could affect perceived discipline around equity incentives (note: SAR grants in 2024 targeted CEO/COO/CFO; Sestanovich is not listed among SAR recipients) .
- Administrative/timing risk: The October 2024 RSU net-settlement Form 4 delinquency indicates a process lapse but was non-sale in nature; not indicative of selling pressure by itself, yet it highlights operational compliance risk around insider reporting .
Overall, Sestanovich’s equity stake is modest with exchangeable holdings that can align interests while permitting future liquidity; limited disclosure on her cash/equity incentive design constrains pay-performance assessment, making plan-level clawback/CoC provisions and broader company profitability metrics the primary signals for incentive alignment and retention.