Asiff Hirji
About Asiff Hirji
Independent Class II director at Forge Global Holdings, Inc. (FRGE); age 58; director since June 2022. Lead Independent Director, presiding over executive sessions and acting as liaison to management. Education: B.S. in Computer Science (University of Calgary) and MBA (Ivey Business School at Western University). Prior roles span fintech, trading platforms, private equity, and restructuring, positioning him with strong operating and governance credentials for FRGE’s marketplace and data businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MoonPay | President | Jan 2023–present | Crypto on/off-ramp operator leadership |
| Figure Technologies | President | Jan 2020–Dec 2022 | Led blockchain lending platform |
| Coinbase | President & COO | Nov 2017–Jun 2019 | Drove revenue and valuation growth |
| Andreessen Horowitz | Operating Advisor | Oct 2016–Dec 2017 | Portfolio operating support |
| Hewlett Packard Inc. | Chief Restructuring Officer | Nov 2014–Mar 2017 | Corporate restructuring |
| TPG Capital | Partner | Apr 2007–Dec 2013 | Private equity investing |
| TD Ameritrade | President & COO | Jul 2002–Oct 2006 | Brokerage operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citrix Systems (public) | Director | May 2006–Jul 2015 | Cloud/virtualization software |
| Advent Software (public) | Director | Sep 2011–Jul 2015 | Workflow/automation software |
| Saxo Bank A/S | Director | Dec 2010–Sep 2018 | Digital investment bank |
| Lefteris Acquisition Corp. (SPAC) | Director | Oct 2020–Nov 2022 | Fintech-focused SPAC |
| Nubank | Advisory Board Member | Dec 2019–Jul 2021 | LatAm fintech |
Board Governance
- Independence: Affirmatively determined independent under NYSE rules .
- Board leadership: Lead Independent Director; conducts executive sessions at least annually; liaison to CEO .
- Committee assignments:
- Chair, Nominating & Corporate Governance Committee .
- Not listed as a member of Audit or Compensation; not on Risk .
- Attendance: In 2024, Board held 8 meetings; committees held 7 (Audit), 5 (Compensation), 4 (Nominating & Governance), and 4 (Risk). Each director attended at least 75% of Board and applicable committee meetings; all directors (then-serving) attended the 2024 annual meeting .
- Compensation committee interlocks: None disclosed .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| 2024 Fees Earned (Cash) | $76,372 | |
| 2024 Stock Awards (RSUs, grant-date FV) | $164,984 | |
| Total 2024 Director Compensation | $241,356 | |
| Policy: Board Member Annual Cash Retainer | $35,000 per year | |
| Policy: Lead Independent Director Cash Retainer | $16,500 per year | |
| Policy: Nominating & Corporate Governance Committee Chair | $8,000 per year | |
| Policy: Annual RSU Award (Typical) | $170,000 grant-date FV; prorated for new directors | |
| Policy: Initial RSU Award (New Director) | $240,000 grant-date FV | |
| Policy: Ad hoc committee fees | Up to $1,500 per meeting or up to $10,000 annual per committee | |
| Policy: Annual cap on director comp | $750,000 ($1,000,000 for first year) |
Notes: Equity vests quarterly; sale event triggers full vesting of outstanding director equity .
Performance Compensation
Directors at FRGE do not receive performance-based equity; RSUs vest on time-based schedules. Governance context: FRGE’s pay-for-performance framework for executives (which the Board oversees) used the following metrics in 2024.
| Metric | Target | Actual | Result |
|---|---|---|---|
| Revenue Attainment Percentage | $84.9M | $78.7M | Derived revenue %; used in averaging Company Performance Percentage |
| Adjusted EBITDA Percentage | Goal = ($40.3M) | ($40.8M) | Derived EBITDA %; averaged with revenue metric |
| Company Performance Percentage (for bonuses/PSUs) | — | — | 96% certified by the Board/Comp Committee |
No director-specific performance metrics apply to Mr. Hirji’s compensation .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Citrix, Advent, Saxo Bank, Lefteris Acquisition | Public/financial | Prior director | No FRGE-related party exposure disclosed |
| MoonPay | Private | President | No related-party transactions with FRGE disclosed |
Expertise & Qualifications
- Technology and fintech operator (Coinbase, Figure, MoonPay) with capital markets and brokerage operations leadership (TD Ameritrade) .
- Private equity and restructuring experience (TPG Capital; HP Inc. restructuring) .
- Governance credentials as Lead Independent Director and chair of Nominating & Governance .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 83,110 shares; <1% of outstanding | As of Apr 15, 2025; <1% denoted by “*” |
| Direct holdings | 46,403 shares | |
| Trust holdings | 16,967 shares (Hirji-Wigglesworth 2021 GRAT) | |
| Partnership holdings | 13,359 shares via Hirji-Wigglesworth Partners, LP | |
| Warrants | 419 shares (exercisable within 60 days) via HWP LP | |
| Options | 4,163 shares exercisable within 60 days | |
| RSUs (vesting within 60 days) | 1,799 shares | |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | |
| Ownership guidelines | Directors required to hold ≥5x annual Board retainer; compliance assessed beginning FY2029; directors either in compliance or phase-in period |
No pledging disclosed; insider policy prohibits hedging/pledging and margin accounts .
Governance Assessment
- Strengths: Independent status; Lead Independent Director with executive session leadership; Chair of Nominating & Governance; attendance thresholds met; stock ownership guidelines in place; hedging/pledging prohibited—supports alignment and robust governance .
- Compensation mix: 2024 director pay skewed to equity (RSUs > cash), reinforcing long-term alignment; within annual outside director compensation limits .
- Conflicts/related parties: Proxy discloses related-party activity only for another executive’s family; no related-party transactions involving Mr. Hirji; beneficial ownership includes trust and LP interests but no pledging; mitigates conflict risk .
- Investor signals: 2024 say-on-pay approval was strong (~89% for), but 2025 say-on-pay failed (27% for; 73% against) and shareholders rejected the 2022 Plan amendment—material red flags on compensation design and dilution concerns requiring board engagement and response .
Director Compensation (Detail)
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 76,372 | 164,984 | 241,356 |
| Source: FRGE DEF 14A director compensation table . |
Committee Assignments
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Lead Independent Director (Board leadership) | Lead Independent Director |
Say-on-Pay & Shareholder Feedback
| Meeting | Say-on-Pay Result | Notes |
|---|---|---|
| 2024 Annual Meeting | 78,429,244 For; 9,906,877 Against; 3,450,142 Abstentions | Approved; strong support |
| 2025 Annual Meeting | 1,608,396 For; 4,453,130 Against; 257,446 Abstentions; broker non-votes 2,357,688 | Failed; requires board response and investor engagement |
RED FLAGS
- 2025 Say-on-Pay failed; 2025 equity plan amendment failed—indicates investor dissatisfaction with pay design/dilution; board, including Lead Independent Director, should engage and potentially adjust compensation frameworks .
- Monitor for any evolving interlocks or related-party exposures with MoonPay or other fintech entities, though none are disclosed currently .