Barbara Sinsley
About Barbara Sinsley
Independent Class III director at Heritage Global Inc. (HGBL), age 62, appointed in June 2020; background spans fintech, payments, security, compliance, and data privacy, with prior GC/CCO roles and significant regulator engagement (CFPB, FTC, state legislatures) . She currently chairs HGBL’s Corporate Governance Committee, with responsibilities that include director nominations, Code of Conduct oversight, cybersecurity risk oversight, and succession planning . The Board has determined she is independent under Nasdaq rules; all directors (other than the CEO and Financial Assets President) are independent, and all directors had 100% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FactorTrust Inc. (sold to TransUnion) | General Counsel and Chief Compliance Officer | — | Worked closely with CFPB, FTC and state legislatures on consumer finance legislation and solutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| meldCX USA Inc. | Chief Legal Officer; Board Director | — | Commercial app-building company (non‑HGBL directorship) |
Board Governance
- Independence: Board affirms independence for all directors except Ross Dove (CEO) and David Ludwig (President, Financial Assets) .
- Committee assignments: Chair, Corporate Governance Committee (members: Barbara Sinsley (Chair), Michael Hexner) .
- Committee scope: Governance policy leadership, Code of Conduct review, director nominations, cybersecurity risk oversight (via Management Cybersecurity Committee reporting), and succession planning .
- Attendance/engagement: Board met 4x in 2024 and all directors attended 100% of Board and committee meetings to which they were assigned .
- Board leadership: Chairman is independent director Samuel Shimer; the Board has no Lead Independent Director given size/scale .
Fixed Compensation
| Item (Director-specific) | 2024 Amount |
|---|---|
| Cash fees (Barbara Sinsley) | $53,250 |
| Stock awards (grant date fair value) | $43,950; 15,000 restricted shares in 2024 |
Director compensation framework updates (effective July 1, 2024):
- Annual cash retainer for non-employee directors: $50,000 (up from $12,500 per half); equity grant: 20,000 restricted shares vesting 25% quarterly over one year (previously 15,000 for 2024 H1) .
- Additional cash retainers: Chairman $75,000; Audit Chair $75,000; Audit Committee members $7,500; other committee chairs $15,000; other committee members $7,500 .
Performance Compensation
| Component | Structure | Metrics |
|---|---|---|
| Director performance-based pay | None disclosed | Not applicable (director equity is time-based restricted stock) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee roles |
|---|---|---|---|
| meldCX USA Inc. | Not disclosed as public | Board Director | Not disclosed |
- No other public company directorships or interlocks disclosed for Ms. Sinsley in HGBL’s proxy .
Expertise & Qualifications
- Domain expertise: Technology/fintech platform services focused on payments, security, compliance, and data privacy .
- Governance focus: Director nominations, Code of Conduct, cybersecurity oversight, succession planning (as Corporate Governance Committee Chair) .
- Independence and attendance: Independent under Nasdaq; 100% attendance in 2024 .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total beneficial ownership (common shares) | 106,300 shares (includes 25,000 shares issuable pursuant to options) |
| Ownership as % of outstanding | <1% (company discloses as “*” less than one percent) |
| Vested vs unvested detail | Not disclosed for directors (aggregate number only) |
| Shares pledged as collateral | None disclosed; company not aware of pledge arrangements that could result in a change in control |
| Anti‑hedging policy | Prohibits short-term trading, short sales, and options transactions by directors; transactions must be pre‑cleared |
| Clawback policy | Board adopted Compensation Recoupment Policy aligned with SEC/Nasdaq rules on restatements (applies to current/former executive officers) |
Governance Assessment
Strengths
- Independent director with relevant fintech, compliance, and privacy expertise; chairs Corporate Governance Committee with remit over nominations, Code of Conduct, cybersecurity, and succession planning—key risk areas for investors .
- Strong engagement: 100% attendance in 2024; Board/committees met regularly (Board met four times) .
- Board-wide safeguards: anti‑hedging policy and formal clawback policy (executive-level), supporting alignment and accountability .
- Director equity grants (time-based RSUs) support ownership alignment; Ms. Sinsley beneficially owns 106,300 shares (<1% of outstanding) .
Potential risk considerations
- Board governance structure omits a Lead Independent Director (Board argues not necessary given size/scale); investors may prefer presence of a LID as a best practice .
- Related-party environment at the company: family employment (Dove and Ludwig family members) and a facility lease with a director-executive (David Ludwig). These do not involve Ms. Sinsley but are governance context considerations for the Board broadly .
- Mid‑2024 increases to director cash/equity compensation raise cost-of-governance; rationale not detailed; not specific to Ms. Sinsley .
Say‑on‑Pay and shareholder support (context)
- At the 2024 annual meeting, approximately 14,556,634 shares were voted in favor of executive compensation for 2023, indicating support; the company maintains advisory frequency per prior vote .
Notes on conflicts and related‑party exposure
- No related‑party transactions disclosed for Ms. Sinsley; company policy requires Board/independent committee approval and adherence to Code of Conduct conflict‑of‑interest provisions .
- No hedging/pledging by directors permitted per policy; no pledging disclosed .