Mark Hildebrandt
HEICOAbout Mark H. Hildebrandt
Independent director of HEICO since 2008; age 68. Founding and managing member of Mark H. Hildebrandt, P.A. (since 1986) specializing in complex corporate litigation and business law; began career as Assistant State Attorney in Miami-Dade. Immediate past Chairman of the Board of Trustees of Mount Sinai Medical Center (Miami Beach); extensive committee leadership experience there. Determined by HEICO’s Board to be independent under NYSE rules, with 100% Board and committee meeting attendance in fiscal 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miami-Dade State Attorney’s Office | Assistant State Attorney | Early career, pre-1986 | Prosecutorial experience supporting legal acumen applied to governance. |
| Mark H. Hildebrandt, P.A. | Founding & Managing Member | 1986–present | 41 years of continuous practice; complex corporate litigation and business law. |
| Mount Sinai Medical Center Foundation | President | 2007–2011 | Led philanthropic and governance initiatives supporting healthcare operations. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mount Sinai Medical Center (Miami Beach) | Immediate past Chairman; current Trustee and Executive Committee member | Various (Vice Chair 7 years; past Chair of Finance Committee) | Chair of Compensation Committee; member Finance & Investment and Audit Committees; Chair of Trustee Services Committee—deep governance, financial and audit oversight experience. |
| Easter Seals (Miami-Dade) | Board Member | Not disclosed | Civic service; community leadership. |
Board Governance
- Committee assignments: Chair—Nominating & Corporate Governance, Compensation, Stock Option Plan; Member—Finance/Audit.
- Committee activity: Nominating & Corporate Governance met 3x; Compensation 4x; Finance/Audit 4x; Stock Option Plan 5x (all independent committees).
- Independence: Board determined Hildebrandt is independent per NYSE rules; 70% of HEICO’s Board is independent.
- Attendance: Board held 4 meetings in FY2024; Hildebrandt attended 100% of Board and committee meetings.
- Lead independent oversight: Independent directors meet in executive session at least annually, with presiding director rotating among committee chairs; Board oversight of cybersecurity and enterprise risk.
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $250,000 | Required annual stock purchase equal to 58% of retainer ($145,000). |
| Committee membership retainers | $60,000 | $15,000 per committee; Hildebrandt serves on 4 committees. |
| Committee chair retainers | $30,000 | $10,000 per chaired committee; Hildebrandt chairs 3 committees. |
| Total FY2024 director cash fees | $340,000 | As reported in Director Compensation Table. |
No meeting fees disclosed; one legacy Director Retirement Plan participant exists (not Hildebrandt).
Performance Compensation
- No director stock options granted in FY2024; only one non-employee director (Dr. Schriesheim) held options outstanding as of Oct 31, 2024.
- No RSUs/PSUs or performance-linked equity disclosed for directors. Directors must purchase HEICO shares annually equal to 58% of retainer, enhancing alignment.
- Company-wide clawback policy adopted in September 2023 for executive officers upon accounting restatement; no director-specific clawback disclosed.
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| HEICO Corporation | Yes | Independent Director | None disclosed beyond standard Board service. |
| Mount Sinai Medical Center | No (non-profit) | Trustee; past Chairman; committee roles | Healthcare governance; not a HEICO customer/supplier—no related-party transactions disclosed. |
| Easter Seals Miami-Dade | No (non-profit) | Board Member | No HEICO-related transactions disclosed. |
HEICO’s related-party disclosures for FY2024 referenced transactions involving family members of executives (Mendelsons), not Hildebrandt.
Expertise & Qualifications
- Legal expertise in complex commercial litigation, contracts, employment disputes, and IP—valuable for oversight of HEICO’s global legal risk.
- Board Talent Matrix indicates strengths in Aerospace & Defense, Banking & Finance, Corporate Governance, General Management, Wealth Management, Manufacturing, Public Companies.
- Governance leadership through multiple HEICO committee chair roles and healthcare system committee leadership, reinforcing board effectiveness.
Equity Ownership
| Security | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| HEICO Common Stock (HEI) | 5,470 | <1% | Includes 5,470 Common shares held via HEICO Leadership Compensation Plan allocation. |
| HEICO Class A Common (HEI.A) | 54,521 | <1% | Includes 48,747 Class A shares via Leadership Compensation Plan and 3,800 Class A shares in irrevocable trusts (trustees: spouse and daughter). |
| Options | 0 | N/A | No options held as of Oct 31, 2024. |
Anti-hedging: HEICO maintains an insider trading policy; while there is no formal hedging prohibition company-wide, NEOs have not hedged HEICO stock; no pledging or hedging disclosures specific to Hildebrandt.
Say-on-Pay and Shareholder Feedback
| Measure | 2024 Votes | 2025 Votes |
|---|---|---|
| Say-on-Pay—For | 34,961,226 | 50,071,474 |
| Say-on-Pay—Against | 19,943,977 | 2,754,088 |
| Say-on-Pay—Abstain | 164,164 | 98,241 |
| Broker Non-Votes | 3,769,199 | 5,001,440 |
- 2024 reflected lower support; in 2025, support improved materially following Compensation Committee changes (performance-based stock options and LCP awards, enhanced bonus disclosure, share ownership guidelines).
Compensation Committee Analysis
- Composition: Chair—Mark H. Hildebrandt; Members—Julie Neitzel, Dr. Alan Schriesheim; all independent. Met 4x in FY2024.
- Consultants: FW Cook (benchmarks), JLM Actuarial (Leadership Compensation Plan).
- Policy changes after 2024 outreach: Future stock options and LCP awards to be performance-based; refrained from NEO option grants in FY2024; enhanced disclosure of bonus targets.
- Director ownership guidelines: Board members required to purchase HEICO shares equal to ~58% of annual retainer; policy promotes alignment.
Governance Assessment
- Strengths: Multiple independent committee chair roles held by Hildebrandt (Compensation, Nominating & Governance, Stock Option), reinforcing board independence and oversight; perfect attendance; independence confirmed.
- Alignment: Mandatory director stock purchases and Hildebrandt’s beneficial ownership support skin-in-the-game; no options or special perquisites for directors.
- Shareholder signals: Significant improvement in 2025 say-on-pay support following committee-led pay structure changes—positive governance responsiveness.
- Conflicts: No related-party transactions disclosed involving Hildebrandt; Finance/Audit Committee oversight of conflict reviews.
RED FLAGS: None disclosed specific to Hildebrandt (no related-party transactions, hedging/pledging not reported; 2024 say-on-pay opposition was addressed with policy changes).