Brian Cobb
About Brian Cobb
Brian Cobb, age 41, is Chief Financial Officer (CFO) of Heritage Global Inc. (HGBL) since May 2022; he previously served as Vice President of Finance and principal financial officer, Corporate Controller, and Director of Financial Reporting after joining HGBL in July 2017. He began his career in assurance at PricewaterhouseCoopers and holds a B.S. from California State University San Marcos . Company performance context over his tenure shows pay-versus-performance metrics with cumulative TSR declining in 2024 and net income normalizing from pandemic-era highs; management emphasizes operating income as a key metric, consistent with Cobb’s commentary on segment drivers and capital allocation .
Company performance context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | 15,493,000 | 12,475,000 | 5,182,000 |
| TSR – Value of $100 Investment ($) | 125.67 | 148.66 | 98.93 |
Q1 2025 snapshot:
| Metric | Q1 2025 |
|---|---|
| Adjusted EBITDA ($USD) | 1,800,000 |
| Net Income ($USD) | 1,100,000 |
| Diluted EPS ($USD) | 0.03 |
| Stockholders’ Equity ($USD) | 65,400,000 (3/31/2025) |
| Net Working Capital ($USD) | 14,700,000 |
| Cash And Equivalents ($USD) | 18,800,000 (gross); ~10,200,000 net available cash |
| Share Repurchases (Shares) | ~500,000 repurchased in Q1 2025 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heritage Global Inc. | Chief Financial Officer | May 2022–present | Leads performance reporting and capital allocation; emphasizes operating income as key KPI and segment discipline |
| Heritage Global Inc. | Vice President of Finance; Principal Financial Officer | Mar 18, 2021–May 2022 | Principal financial officer responsibilities prior to CFO appointment |
| Heritage Global Inc. | Corporate Controller; Director of Financial Reporting | Jul 2017–Mar 2021 | Built reporting infrastructure and controls; progression to PFO and CFO |
| PricewaterhouseCoopers | Assurance Manager | Pre-2017 (not specified) | Audit/assurance experience underpinning internal controls and reporting |
External Roles
- No public company directorships or external board roles disclosed in proxy/filings; skip per disclosure rules.
Fixed Compensation
Cobb’s Compensation Plan approved December 31, 2024 sets fixed pay for 2025–2028 .
| Component | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|
| Base Salary ($USD) | 300,000 | 300,000 | 300,000 | 300,000 |
| Target Bonus – Discretionary Performance (as % of base) | 20% | 20% | 20% | 20% |
| Additional Bonus – NOI Threshold > $10M (as % of base) | 10% (CEO discretion) | 10% (CEO discretion) | 10% (CEO discretion) | 10% (CEO discretion) |
| Additional Bonus – NOI Threshold > $12M (as % of base) | 10% (CEO discretion) | 10% (CEO discretion) | 10% (CEO discretion) | 10% (CEO discretion) |
Notes:
- Bonus determinations are at CEO discretion, emphasizing risk mitigation activities and due diligence leadership in M&A .
Performance Compensation
Structure and metrics explicitly tied to cash incentives and equity vesting .
| Metric | Weighting / Opportunity | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary Performance & Risk Mitigation (incl. M&A due diligence) | 20% of base salary | Qualitative CEO assessment | Not disclosed | CEO-determined | Cash, annual cycle |
| Net Operating Income (NOI) Threshold | +10% of base if NOI > $10M | NOI > $10,000,000 | Not disclosed | CEO-determined | Cash, annual cycle |
| Net Operating Income (NOI) Higher Threshold | +10% of base if NOI > $12M | NOI > $12,000,000 | Not disclosed | CEO-determined | Cash, annual cycle |
| Restricted Stock (Equity Alignment) | 125,000 shares | Time-based | N/A | N/A | 31,250 shares vest each Dec 31, 2025–2028 |
Equity Ownership & Alignment
Equity awards and vesting schedule per the 2025 plan; company-wide recoupment and insider policies enhance alignment .
| Award Type | Grant Date | Shares Granted | Vesting Schedule | Vested vs Unvested (as of Apr 22, 2025) |
|---|---|---|---|---|
| Restricted Common Stock | Jan 1, 2025 | 125,000 | 31,250 shares each Dec 31, 2025–2028 | 0 vested; 125,000 unvested |
Alignment safeguards and ownership context:
- Compensation Recoupment (Clawback) Policy adopted Nov 7, 2023; mandatory recovery of erroneously awarded incentive compensation following accounting restatements per Rule 10D-1/Nasdaq; Section 304 SOX reimbursement for CEO/CFO in misconduct-related restatements .
- Insider Trading Policies filed with FY 2024 10-K (Exhibit 19), covering directors, officers, employees; company follows repurchase procedures designed for compliance .
- Beneficial ownership tables name directors and NEOs; Cobb (CFO) is not listed among named beneficial owners in the 2025 proxy tables, suggesting holdings below disclosure thresholds typical for that table construct .
- No pledging arrangements noted in the 2024 proxy (“not aware of any arrangements, including any pledge…that may result in a change of control”) .
Employment Terms
| Term | Details |
|---|---|
| Role & Tenure | CFO since May 2022; principal financial officer since Mar 18, 2021 |
| Compensation Plan Term | 2025–2028 (salary + bonuses + restricted stock vesting schedule) |
| Severance / Change-of-Control | Not disclosed in available filings searched (proxy and 8-K) |
| Clawback | Mandatory recoupment policy aligned with Rule 10D-1; SOX 304 reimbursement for CEO/CFO in misconduct-related restatements |
| Insider Trading / Blackouts | Insider trading policies on file; compliance procedures noted |
Performance & Track Record
- Operating discipline: Cobb frames operating income as the key KPI and details segment performance drivers (Industrial Assets and Financial Assets), including normalization of loan pricing and momentum in auctions/refurbishment .
- Balance sheet and capital allocation: Q1 2025 equity of ~$65.4M, net available cash ~$10.2M, and ~500k shares repurchased; emphasizes opportunistic use of credit lines and potential early mortgage prepayment depending on capital needs .
- Loan portfolio management: ~$29M gross loans outstanding with increased legal collection emphasis; nonaccrual partner cash flows constrained by JV economics until seniors are paid down .
Compensation Committee Analysis
- Compensation Committee oversees and approves executive compensation; program emphasizes variable, at-risk earnings linked to corporate, business unit, and individual goals .
- No compensation consultants utilized historically, though may do so in future .
- Equity incentives via the 2022 Equity Incentive Plan; broader company philosophy historically favored options, with recent use of restricted stock (e.g., Cobb grant; CEO RS grants) .
Investment Implications
- Year-end vesting overhang: Cobb’s 31,250-share vesting each Dec 31 (2025–2028) creates potential selling pressure windows, subject to blackout policies and personal liquidity needs; monitor Form 4 activity around year-end .
- Pay-for-performance alignment: Cash bonuses hinge on NOI thresholds (> $10M and > $12M) plus discretionary evaluation tied to risk mitigation and M&A due diligence—aligns CFO incentives directly to profitability and prudent transaction execution; watch quarterly progression of NOI and transaction cadence .
- Governance and downside protection: Robust clawback policy and SOX 304 exposure for CFO reduce incentive for aggressive accounting; insider trading policy and repurchase procedures suggest disciplined governance frameworks .
- Execution risk signals: CFO commentary highlights nonaccrual lending partner constraints and JV waterfall seniority—cash flow timing risk persists until senior tranches amortize; over time, expected improvement in recoveries as seniors are paid down .
- Capital allocation posture: Opportunistic debt prepayment and maintaining undrawn credit lines to react to episodic deals signal conservative leverage management under Cobb; Q1 share repurchases (~500k shares) indicate confidence in equity value and cash generation .