Andrew R. Heyer
About Andrew R. Heyer
Andrew R. Heyer (age 67) is ARKO’s Lead Independent Director (since June 2023) and has served on the Board since the closing of the Business Combination; the business combination closed on December 22, 2020. He is a finance professional with 40+ years of experience investing in consumer and services industries and advising on leveraged finance, and holds a B.Sc. and M.B.A. from the Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mistral Equity Partners | Chief Executive Officer & Founder | Founded 2007 | Private equity fund in consumer industry; founder leadership |
| Trimaran Capital Partners | Founding Managing Partner | 2000–2007 | Led $1.3B private equity fund |
| CIBC World Markets Corp. | Vice Chairman; Co-head, CIBC Argosy Merchant Banking Funds | 1995–2001 | Leveraged finance leadership |
| The Argosy Group L.P. | Founder & Managing Director | 1990–1995 | Boutique merchant banking; founder |
| Drexel Burnham Lambert Inc. | Managing Director | 1984–1990 | Investment banking leadership |
| Shearson/American Express | Professional | Pre-1984 | Early finance career |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneSpaWorld Holdings (NASDAQ: OSW) | Director | Since Mar 2019 (continues to serve) | Not disclosed |
| biote Corp. (NASDAQ: BTMD) | Director | Since May 2022 | Not disclosed |
| The Lovesac Company (NASDAQ: LOVE) | Director | Since 2010 | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Andrew R. Heyer is independent under Nasdaq standards .
- Committee assignments: Member, Audit Committee (Chair: Michael J. Gade); Not listed on Compensation or Nominating & Corporate Governance Committees .
- Lead Independent Director: Serves since June 2023; responsibilities include presiding at meetings without the Chair, setting executive session agendas, calling meetings of independent directors, liaising with Chair, and advising on Board information quality/timeliness .
- Attendance: Board held 13 meetings in 2024; each director attended at least 75% of Board/committee meetings and all directors attended the 2024 Annual Meeting .
- Leadership structure: CEO (Arie Kotler) also serves as Chair; independent directors meet in executive session .
- Shareholder feedback: Say‑on‑pay approval at 2024 Annual Meeting was over 80% .
- Voting standard: A shareholder proposal to adopt majority voting in uncontested elections was presented; Board made no voting recommendation and explained plurality (Delaware default) vs majority voting considerations .
- Family relationship: Andrew and fellow director Steven J. Heyer are brothers .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Payable in cash or RSUs at director’s election, quarterly |
| Annual equity retainer (RSUs) | $125,000 | RSUs; timing aligned to Annual Meeting from 2024 onward |
| Transition equity grant | $50,000 | 50% of prior $100k annual equity award granted in Jan 2024 (transition) |
| Committee member retainers | Audit: $15,000; Compensation: $10,000; Nominating: $10,000 | Cash or RSUs, quarterly |
| Leadership retainers | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating Chair: $15,000; Lead Independent Director: $25,000 | Cash or RSUs, quarterly |
| Meeting fees | Paid only for extraordinary/special meetings | Policy detail |
| Stock ownership guideline | 5x cash retainer within 5 years | Applies to all directors |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Andrew R. Heyer | 19 | 289,981 | 290,000 |
RSU mechanics for directors: RSUs are immediately vested upon grant and settle in common stock upon the director’s departure from the Board or an earlier change in control .
Performance Compensation
| Feature | Detail |
|---|---|
| Instrument | RSUs; immediately vested; settlement at departure or change of control |
| Performance metrics | None disclosed for director compensation; awards are time‑based (not performance‑conditioned) |
| Grant date fair values per share (RSUs granted in 2024, Company-wide) | Jan 2024: $8.25; Apr 2024: $5.77; Jun 2024: $6.18; Jul 2024: $5.77; Oct 2024: $6.90 |
| Program changes (2023) | Increased annual cash retainer to $75,000; equity retainer to $125,000; timing changed to Annual Meeting; transition 50% of $100,000 awarded Jan 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee composition (2024) | Steven J. Heyer (Chair), Sherman K. Edmiston III, Avram Friedman, Michael J. Gade; all independent |
| Interlocks | Company disclosed no compensation committee interlocking relationships in 2024 |
| Potential interlock signal | Family tie: Compensation Committee Chair (Steven J. Heyer) is Andrew’s brother |
Expertise & Qualifications
- Deep finance and private equity expertise; extensive investment and operations background across consumer sectors .
- Board leadership experience across multiple public companies (OSW, BTMD, LOVE) .
- Lead Independent Director responsibilities indicate governance engagement (agenda setting, executive sessions, liaison role) .
- Education: Wharton B.Sc. and M.B.A. .
Equity Ownership
| Component | Shares/Units | Context |
|---|---|---|
| Common stock held directly by Andrew R. Heyer | 605,331 | Included in beneficial ownership |
| Private warrants (Andrew R. Heyer) – shares issuable upon exercise | 802,451 | Originally issued in Haymaker’s IPO private placement |
| Common stock held by Heyer Investment Management, LLC | 179,649 | Andrew is managing member with voting/dispositive power |
| Private warrants (Heyer Investment Management, LLC) – shares issuable upon exercise | 337,873 | Included in beneficial ownership via controlled entity |
| RSUs granted to Andrew R. Heyer | 110,765 | Included in beneficial ownership; RSUs fully vested but settle at departure/CoC |
| Total beneficial ownership (aggregate) | 2,036,069 | Sum of components above |
| Deferred Shares (excluded from beneficial ownership) – Andrew R. Heyer | 1,205,156 | To be issued upon occurrence of certain events |
| Deferred Shares (excluded) – Heyer Investment Management, LLC | 507,434 | To be issued upon occurrence of certain events |
| Vested RSUs outstanding as of Dec 31, 2024 (Andrew) | 99,270 | Aggregate vested RSUs outstanding |
RSUs for directors are fully vested upon grant but settlement is deferred until Board departure or change of control .
Governance Assessment
- Strengths:
- Independent status and role as Lead Independent Director; active oversight via executive sessions and agenda-setting responsibilities .
- High engagement: Board met 13 times in 2024; directors attended ≥75% of meetings and the Annual Meeting; indicates acceptable attendance and engagement .
- Alignment signals: Andrew elected to receive essentially all 2024 director compensation in equity (cash $19 vs $289,981 stock awards), deferring RSU settlement until departure/CoC .
- Robust director ownership guideline (5x cash retainer within five years) and regular compensation review using consultant analysis .
- No compensation committee interlocks disclosed for 2024 .
- Risks / RED FLAGS:
- Family relationship: Andrew and Steven Heyer (Compensation Committee Chair) are brothers—potential perceived conflict in compensation oversight and Board dynamics .
- Sponsor Support Agreement: Andrew and Steven agreed to vote shares in favor of CEO/Chair Arie Kotler’s Board nomination for up to seven years post‑Business Combination—raises entrenchment risk and alignment concerns; 4,200,000 shares to Sponsor were deferred subject to triggers .
- Plurality voting standard remains; a shareholder proposal sought majority voting in uncontested elections—Board provided no recommendation, using proposal to gauge sentiment; absence of majority voting can reduce director accountability .
- Significant SPAC‑related instruments: large holdings of private warrants and deferred shares tied to Business Combination mechanics—potential misalignment if incentives prioritize trigger events over long‑term performance .
- Other disclosures:
- No material legal proceedings involving directors/officers were disclosed .
- CEO/Chair dual role persists; mitigated by Lead Independent Director structure .
Overall, Andrew’s independent status, lead role, and equity‑heavy compensation support investor alignment; however, the sibling relationship with the Compensation Chair and voting commitments under the Sponsor Support Agreement are notable governance risks to monitor, alongside the Company’s continued use of plurality voting in uncontested elections .