Jeffrey A. Hilzinger
ENCORE CAPITAL GROUPAbout Jeffrey A. Hilzinger
Independent director of Encore Capital Group (ECPG), age 67, serving since September 2019, with expertise in financial services, regulatory interaction, and international leadership. He is a member of the Audit Committee (designated an “audit committee financial expert”) and the Nominating & Corporate Governance (NCG) Committee; the Board determined he is independent under Nasdaq rules . The Board met 6 times in 2024 and each incumbent director attended at least 75% of Board and committee meetings during their service; all current directors attended the 2024 annual meeting . Education: BA in Economics, University of Michigan (1979) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marlin Business Services Corp. | Chief Executive Officer, President, Director | Jun 2016 – Jan 2022 | Led a publicly traded bank holding company; deep regulatory and financial services experience |
| EverBank Commercial Finance, Inc. | President (positions of increasing responsibility) | 2010 – May 2016 | Leadership in commercial finance operations |
| US Express Leasing, Inc. | Co-founder; Chief Financial Officer | 2004 – 2010 | Built and scaled specialty finance operations |
| Aternus Partners, LLC | Co-founder; Managing Director | Until 2004 | Management consulting leadership |
| Heller Financial, Inc. and affiliates | Various regional/global leadership roles | 1979 – 2002 | Long-tenured leadership in finance; company acquired by GE Capital in 2002 |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Marlin Business Services Corp. (Nasdaq) | CEO/President/Director | 2016 – 2022 | Prior public company leadership; no current public company directorships disclosed in ECPG’s proxy |
Board Governance
- Committee memberships and expertise:
- Audit Committee member; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee member .
- Committee chairs (context): Audit Committee chaired by Richard P. Stovsky; other members include Wendy G. Hannam, Jeffrey A. Hilzinger, and Michael P. Monaco .
- Independence: All directors except the CEO (Masih) are independent; all Audit, Compensation, and NCG Committee members are independent .
- Attendance: Board met 6 times in 2024; each incumbent director attended at least 75% of Board/committee meetings during their service; all current directors attended the 2024 annual meeting .
- Election support: Re-elected at 2025 annual meeting (For: 19,270,777; Withhold: 504,464; Broker non-votes: 937,589) .
- Say-on-Pay signal: 98% approval at 2024 annual meeting; 2025 say-on-pay approved (For: 19,168,015; Against: 489,661; Abstain: 117,565; Broker non-votes: 937,589) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 9 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Board annual cash retainer | $75,000 | Paid quarterly; proration for service changes |
| Committee chair retainer (per committee) | $25,000 | Additional to Board retainer |
| Committee membership retainer (per committee) | $10,000 | Additional to Board retainer |
| Additional committee service fee | $1,000 per meeting ≥7th | Per-committee, recognizes unusually high activity |
| 2024 fees earned (Hilzinger) | $97,000 | Aggregate cash compensation for 2024 Board/committee service |
Performance Compensation
| Grant Year | Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Deferral |
|---|---|---|---|---|---|
| 2024 annual director equity retainer | DSUs (fully vested) | Fifth business day post-annual meeting | 3,829 DSUs | $154,998 | Fully vested at grant; DSUs distributed upon separation from Board |
| Policy reference | Equity retainer value | Effective June 7, 2024 | — | $155,000 | Increased by $10,000 vs prior awards; emphasizes equity over cash |
- Deferred Stock Compensation Plan: Non-employee directors may elect DSUs for equity/cash retainers; underlying shares distributed after Board service ends. For 2024, all directors except Ms. Olle elected DSUs for the annual equity retainer .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in ECPG’s 2025 proxy for Hilzinger |
| Prior public company boards/roles | Marlin Business Services Corp. – CEO/President/Director (public until acquisition in Jan 2022) |
| Committee interlocks | No Compensation Committee interlocks with ECPG executives or other entities during 2024 |
Expertise & Qualifications
- Audit committee financial expert under SEC rules; possesses financial sophistication required by Nasdaq .
- Former CEO of a public company; extensive financial services and regulatory experience across U.S. and international operations .
- Board and committee self-evaluation practices in place; independent consultant FW Cook supports compensation governance .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Jeffrey A. Hilzinger | 20,265 | <1% | Includes fully vested deferred RSUs/DSUs; out of 23,448,221 shares outstanding (as of Apr 11, 2025) |
| RSU/DSU units outstanding (directors list) | 20,265 | — | Aggregate RSUs/DSUs by director; Hilzinger listed at 20,265 |
- Director stock ownership guidelines: Each non-employee director must own equity equal to 5x the annual Board cash retainer; all directors meet their requirements .
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of Company securities, promoting alignment .
Governance Assessment
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Board effectiveness and independence: Hilzinger is independent and serves on two key committees, including Audit, with “financial expert” designation—a positive signal for oversight quality .
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Engagement and shareholder signals: Strong re-election support in 2025; historical say-on-pay support (98% in 2024) suggests investor confidence in governance/compensation practices .
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Director compensation and alignment: Equity-heavy director pay (fully vested annual DSUs) with robust stock ownership guidelines and prohibition on hedging/pledging supports alignment; Hilzinger’s 2024 mix was $97,000 cash and $154,998 equity .
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Conflicts and related-party exposure: No related-person transactions involving directors beyond standard indemnification agreements; Audit Committee reviews any related-person transactions under written policy—no red flags disclosed for Hilzinger .
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Compensation governance quality: Use of independent consultant (FW Cook), comprehensive clawback policies, and committee independence are positive controls; the Compensation Committee exercised negative discretion on 2024 executive bonuses given GAAP results, signaling stockholder alignment .
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RED FLAGS: None disclosed specific to Hilzinger—no pledging/hedging, no related-party transactions, strong shareholder support; continued monitoring recommended for any future committee changes or external affiliations .