Ernesto R. Beyer
About Ernesto R. Beyer
Ernesto R. Beyer, age 54, has served as an independent Class III director of Usio since August 29, 2020; his current term runs through the 2026 Annual Meeting. He holds an MBA in International Business (UT San Antonio, 1995) and a B.S. in Electronics & Communications Engineering (ITESM Monterrey, 1991), with 25+ years of international trade leadership including roles at Xcoal Energy & Resources and Trinity Industries’ Mexico manufacturing operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Industries (Mexico) | Plant Manager | Prior to 1995 (dates not specified) | Led operations from startup to full capacity production |
| Usio, Inc. | Independent Director (Class III) | Appointed Aug 29, 2020; term ends 2026 | Member: Audit, Compensation; Chair: Nominations & Corporate Governance (as of July 12, 2023) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xcoal Energy & Resources | Latin America Market Manager | Current | Largest exporter of U.S. metallurgical coal; developed relationships with steel producers and utilities (incl. state-owned entities) |
| Beyco International, LLC | Owner | Current | Import/export company |
Board Governance
- Independence: Board determined Beyer is independent under Nasdaq Rule 5605(a)(2); independent directors conduct annual self-evaluation .
- Committee assignments (2025): Audit (member), Compensation (member), Nominations & Corporate Governance (chair) .
- Committee meeting cadence (2024): Audit met 4x; Compensation met 2x; Nominations & Corporate Governance met 1x .
- Attendance: Each director attended at least 75% of aggregate Board and assigned committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Governance controls: Related-person transactions reviewed/approved by Audit Committee per written policy; hedging/pledging of company stock prohibited for directors; clawback policy adopted Nov 6, 2023 .
Committee Membership Over Time
| Year (Proxy) | Audit | Compensation | Nominations & Corp Gov |
|---|---|---|---|
| 2022 | Member | Member | Member |
| 2023 | Member | Member | Member |
| 2024 | Member | Member | Member |
| 2025 | Member | Member | Chair |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (RSUs) – grant date fair value | Total |
|---|---|---|---|
| 2021 (FY 2021) | $4,000 | $25,560 | $29,560 |
| 2022 (FY 2022) | $4,000 | $0 | $4,000 |
| 2024 (FY 2024) | $4,000 | $32,550 | $36,550 |
- Director agreements: $1,000 per quarter for participating in Board/committee meetings and annual stockholder meeting; audit chair receives an additional $15,000 per year (paid to Bender); audit committee member with valid CPA license receives $5,000 (not applicable to Beyer) .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Issue/Grant Basis | Vesting |
|---|---|---|---|---|
| Aug 29, 2020 | RSUs (appointment grant) | 66,667 | Not stated | 22,223 vested Aug 29, 2020 (7,334 shares returned for taxes); 22,222 vest Aug 29, 2021; 22,222 vest Aug 29, 2022 |
| Nov 18, 2021 | RSUs | 12,000 | Issue price $6.39 | Two tranches for some awards; director RSUs granted; board-level RSU program denotes 3-year schedules for later grants |
| Mar 16, 2023 | RSUs (director performance bonus) | 21,000 | Issue price $1.60 | 3-year vesting in equal tranches |
| Jun 21, 2024 | RSUs (director performance bonus) | 21,000 | Issue price $1.55 | 3-year vesting in equal tranches (2025, 2026, 2027) |
- COI/clawback/repricing terms:
- Change-of-control: Outside directors’ options and RSUs vest fully, restrictions lapse, performance goals deemed achieved at 100% if awards are terminated/not assumed/substituted post-CoC .
- Clawback: Company adopted a Dodd-Frank/Nasdaq-compliant clawback policy on Nov 6, 2023 .
- Repricing: Explicit prohibition on stock option repricing without stockholder approval .
Other Directorships & Interlocks
- Public company boards: None disclosed for Beyer .
- Private/non-profit boards: Not disclosed for Beyer; other directors (e.g., Bender) hold external board roles, but no shared interlocks indicating supplier/customer conflicts for Beyer .
Expertise & Qualifications
- Education: MBA, UT San Antonio (1995); B.S. Electronics & Communications, ITESM Monterrey (1991) .
- Domain: International trade, industrial operations; senior management and commercial relationships across Latin American steel/power markets .
- Board skills relevance: Provides management and leadership experience; serves as chair of Nominations & Corporate Governance (board composition, effectiveness) .
Equity Ownership
| Snapshot Date | Shares Owned | Rights to Acquire (Options/RSUs within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Apr 26, 2024 | 60,666 | 25,000 | 85,666 | 0.3% |
| Apr 21, 2025 | 78,666 | 28,000 | 106,666 | 0.4% |
- Vested vs unvested stock awards (as of Dec 31, 2024): 106,666 stock awards outstanding; 71,666 vested, 35,000 unvested .
- Pledging/hedging: Prohibited for directors under Usio’s insider trading policy .
- Section 16 compliance: 2024 delinquent filings noted for other insiders (Miller, Hoch, Frost, Carter, White); none cited for Beyer .
Insider Trades (Form 4) – Recent Activity
Note: Records show recurring 3-year RSU vesting conversions to common stock and periodic director RSU awards consistent with proxy disclosures .
Governance Assessment
- Committee leadership and engagement: Beyer’s elevation to chair of Nominations & Corporate Governance in 2023 (while maintaining Audit and Compensation memberships) indicates active board oversight in director selection, governance policies, and committee composition—supporting board effectiveness .
- Independence and attendance: Formal independence determination and ≥75% attendance threshold met in 2024 underpin engagement and oversight quality .
- Compensation alignment:
- Director pay leans modestly cash ($4k in FY 2024) and predominantly equity (RSUs; $32,550 grant-date value, aligning with stock price at grant), which supports shareholder alignment via vesting .
- Change-of-control terms fully accelerate outside directors’ awards—common but worth monitoring for potential misalignment if used defensively; clawback and anti-repricing provisions strengthen pay discipline .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Beyer. Company policy mandates Audit Committee pre-approval and ongoing monitoring; listed related-person transactions pertain to the CEO’s private entity (Angry Pug Sportswear) and equity tax-withholding transactions, not to Beyer .
- Risk indicators:
- Hedging/pledging ban reduces misalignment risk .
- No Section 16 delinquency noted for Beyer in FY 2024 .
- Equity Plan dilution: The proposed 2025 equity plan implies potential ~42% dilution when combined with outstanding awards—material at the company level; as NCG chair, Beyer’s governance role intersects with board oversight of compensation policies, which may draw investor scrutiny on dilution pace .
RED FLAGS: None directly attributable to Beyer disclosed (no related-party dealings, no pledging/hedging, no delinquent filings). Portfolio-level dilution via the 2025 equity plan merits monitoring of committee oversight and future grant discipline .