Steven J. Heyer
About Steven J. Heyer
Independent director at ARKO since the December 22, 2020 Business Combination; age 72. Prior CEO of Starwood Hotels & Resorts, President/COO of The Coca-Cola Company, and senior roles at Turner Broadcasting, Young & Rubicam, and Booz Allen. Education: B.S., Cornell University; M.B.A., New York University. Brother of Andrew R. Heyer (Lead Independent Director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booz Allen & Hamilton | Senior Vice President & Managing Partner | ~15 years (pre-1992) | Strategy and operations leadership |
| Young & Rubicam Advertising Worldwide | President & COO | 1992–1994 | Led global advertising operations |
| Turner Broadcasting (AOL Time Warner) | President & COO; member Operating Committee | 1994–2001 | Media operations; corporate oversight |
| The Coca-Cola Company | President & COO; Board member at Coca-Cola FEMSA & Coca-Cola Enterprises | 2001–2004 | Global consumer operations; board governance |
| Starwood Hotels & Resorts Worldwide | Chief Executive Officer | 2004–2007 | Hospitality operational leadership |
| Outback Steakhouse (advisor) | Turnaround advisor | 2010–2012 | Restaurant turnaround expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Haymaker Acquisition Corp. 4 (SPAC) | President & Director | Current | SPAC leadership |
| biote Corp. (NASDAQ: BTMD) | Director | Since May 2022 | Board service |
| OneSpaWorld (NASDAQ: OSW) | Director | Through May 2023 | Prior board service |
| WPP Group; Equifax; Omnicare; Vitrue; Internet Security Systems; Atkins Nutritionals | Director (prior) | Various | Prior public and private boards |
Board Governance
| Item | Detail |
|---|---|
| Committee roles | Compensation Committee Chair; Nominating & Corporate Governance Committee member |
| Committee meetings held (2024) | Compensation 13; Nominating 6; Audit 7 |
| Independence | Board determined Steven J. Heyer is independent under Nasdaq rules |
| Attendance | Each director attended ≥75% of Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting |
| Lead Independent Director | Andrew R. Heyer since June 2023; the Heyers are brothers |
| Risk oversight | ESG oversight by Nominating Committee; cybersecurity oversight under Audit Subcommittee (as of Jan 2025) |
| Codes & Guidelines | Corporate Governance Guidelines and Code of Ethics in effect |
Fixed Compensation
Director pay program and 2024 actuals.
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Board retainer | $75,000 (cash or RSUs, director’s election) | Paid quarterly |
| Annual equity | $125,000 in RSUs | Timing aligned to Annual Meeting |
| Committee member retainers | Audit $15,000; Compensation $10,000; Nominating $10,000 | Paid quarterly; cash or RSUs |
| Committee chair supplemental | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 | Paid quarterly; cash or RSUs |
| Lead Independent Director supplemental | $25,000 | Paid quarterly |
| Meeting fees | Only for extraordinary/special meetings | Policy statement |
| Stock ownership guideline | 5x cash retainer within five years | Applies to all directors |
| RSU vesting/settlement | RSUs vest immediately; settle upon departure or change in control | Outstanding director RSUs: 472,152 (Dec 31, 2024) |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 19 | 289,981 | 290,000 |
Signal: Heyer elected nearly all cash fees in RSUs, increasing equity alignment .
Performance Compensation
Compensation Committee (chaired by Heyer) uses EBITDA-based PSUs and Cash LTIs for executives; also stock-price PSUs for CEO in 2024; clawback policy adopted Nov 2023.
| Metric | Threshold | Target | Maximum | Payout |
|---|---|---|---|---|
| Annual Budgeted EBITDA vs actual | 90% | 100% | ≥110% | 50% / 100% / 150% of target |
| 2024 Outcome | Result | Impact |
|---|---|---|
| Actual EBITDA vs budget | Below 90% threshold | 2024 PSU/Cash LTI components for NEOs did not earn payout for 2024 year |
- Compensation consultant: Mercer (US) engaged; independence assessed; no conflicts .
- Clawback: Mandatory recovery for erroneously awarded incentive-based compensation on restatement; Board/Comp Committee administers .
- Say-on-pay: ~80% approval at 2024 Annual Meeting; prior 93% in 2023 .
Other Directorships & Interlocks
| Item | Description | Governance Note |
|---|---|---|
| Family relationship | Steven J. Heyer is brother of Andrew R. Heyer (Lead Independent Director) | Potential independence optics risk; Board affirmed independence |
| Sponsor Support Agreement | Andrew R. Heyer, Steven J. Heyer, and Sponsor agreed to vote all controlled shares in favor of CEO Arie Kotler’s director nomination for up to seven years from Business Combination closing (subject to exceptions) | Governance RED FLAG: Voting commitment may constrain board refreshment and independence in director elections |
| Compensation Committee interlocks | None in 2024; no member has been an ARKO officer/employee in past 3 years | Clean interlock profile |
Expertise & Qualifications
- Deep consumer, media, hospitality operating experience (CEO Starwood; President/COO Coca-Cola; Turner Broadcasting leadership) .
- Extensive board experience across public companies and SPACs; current President/Director at Haymaker Acquisition Corp. 4; director at biote Corp. .
- Education: B.S. Cornell; M.B.A. NYU .
- Independent director per Nasdaq standards .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common Shares | Components |
|---|---|---|---|
| Steven J. Heyer | 748,870 | * (less than 1%) | Includes 380,106 shares issuable upon exercise of Private Warrants; 253,644 common shares; 115,120 RSUs; excludes 570,864 Deferred Shares |
| RSUs outstanding (Dec 31, 2024) | Count |
|---|---|
| Steven J. Heyer | 103,625 |
- Hedging & pledging: Hedging/short sales/options trading prohibited; pre-notification required for pledging; no director/executive shares pledged as of Dec 31, 2024 .
- Section 16: Company noted certain late Form 4s in 2024 for other insiders; no delinquency cited for Steven J. Heyer .
- Recent Form 4s: Multiple filings reporting director grants in 2024 (e.g., Jan 2, Apr 2, Jun 6, Jul 2) consistent with quarterly RSU elections .
Governance Assessment
-
Positives:
- Independent status affirmed; high meeting attendance; presence at annual meeting .
- Strong equity alignment via RSU elections; formal stock ownership guideline (5x cash retainer) .
- Robust compensation governance: independent consultant (Mercer); clear EBITDA metrics; clawback compliant with SEC/Nasdaq .
- Anti-hedging and no pledging—reduces misalignment/credit risk .
-
RED FLAGS / Watch items:
- Family tie to Lead Independent Director (Andrew R. Heyer) may raise perceived independence concerns despite formal determination .
- Sponsor Support Agreement obligating votes for CEO’s board nomination up to seven years from Business Combination—potential constraint on true independence of director elections and board refreshment .
- Combined CEO/Chair structure persists; mitigated by Lead Independent Director, but concentration of power remains a governance concern in some frameworks .
- Director RSUs vest immediately (though settlement deferred) which reduces forfeiture risk; however deferral until departure/change-in-control supports longer-term alignment .
Overall: Heyer brings significant operating and consumer expertise and leads the Compensation Committee with structured, measurable pay programs and appropriate safeguards (clawback, consultant). The principal governance risk is the historic voting commitment (Sponsor Support Agreement) and familial relationship with the Lead Independent Director; investors should monitor board refreshment dynamics and independence assertions over time .