James Sklar

About James Sklar

James Sklar, age 59, serves as Executive Vice President, General Counsel, and Secretary of Heritage Global Inc. (HGBL) and has held these roles since May 2015; previously he was EVP & General Counsel at Heritage Global Partners from June 2013 to May 2015 . He has three decades of legal experience across asset advisory and auction services, with responsibilities spanning global alliance contracts, client relationships, and legal representation for all Heritage Global companies; education includes a BS in Economics from the Wharton School and a JD from Wayne State University Law School . Company performance under his tenure (illustrative context) shows revenue cyclicality and EBITDA fluctuations in recent years:

*Values retrieved from S&P Global.

Past Roles

External Roles

No external public company directorships or committee roles are disclosed for Sklar in the proxies reviewed .

Fixed Compensation

• Sklar is an executive officer but was not a Named Executive Officer (NEO) in recent proxies; as such, detailed salary/bonus disclosures for him are not provided in the Summary Compensation Tables (which covered Ross Dove, David Ludwig, and Nicholas Dove for FY 2024/2023) .
• HGBL’s compensation philosophy emphasizes a mix of base salary, profit-driven incentives, and equity, overseen by the Compensation Committee and aligned to performance without reliance on outside consultants historically .

Performance Compensation

• HGBL’s performance-based awards focus executives on operational goals and financial targets; payouts are determined by the Compensation Committee’s assessment and contract provisions where applicable .
• Since 2022, restricted stock awards have been the primary equity vehicle (replacing options), with annual grants typically in March under the 2022 Equity Incentive Plan authorizing up to 3.5 million shares; timing is set independently of material nonpublic information .
• For Sklar specifically, the proxy notes a Form 4 filed March 20, 2023 (and amended April 11, 2023) reporting a grant of restricted common stock and a disposition, indicating participation in time-based equity awards (exact grant quantities/vesting terms are not detailed in the proxy) .

Equity Ownership & Alignment

• Beneficial ownership: As of March 25, 2025, Sklar reported 290,997 shares directly owned following shares withheld to cover taxes on restricted stock vesting (Code “F”); 4,727 shares were withheld at a price of $2.11 .
• Ownership as % of shares outstanding: Using 35,452,279 common shares outstanding as of April 7, 2025, Sklar’s 290,997 shares equate to ~0.82% of outstanding common stock .
• Pledging/hedging: The company states it is not aware of any arrangements, including any pledge of securities, that may result in a change of control—no pledging red flags are disclosed .
• Equity program context: Shift from stock options (pre-2022) to restricted stock aligns pay more with retention and time-based vesting; grants are under the 2022 Equity Incentive Plan .

Insider Transactions (recent signals)

Employment Terms

• Current role start: EVP, General Counsel, and Secretary since May 2015 (tenure ~10 years as of 2025) .
• Scope: Leads all legal matters, negotiates global transactional documents, manages worldwide client and partner contracts, and provides legal coverage across Heritage Global entities .
• Contract, severance, change-of-control terms: No employment agreement or severance/change-of-control provisions for Sklar are disclosed in the reviewed filings .
• Cybersecurity governance participation: Sklar is a member of the Management Cybersecurity Committee that reports to the Board’s Corporate Governance Committee and Audit Committee .

Compensation Structure Analysis

• Equity shift: Company moved from stock options to restricted stock awards starting in 2022—lower risk to executives vs. options, emphasizing retention; grants typically annual in March .
• Pay-for-performance design: Incentives are tied to operating performance and division profitability (e.g., CEOs/division heads), with Committee discretion; aligns executive pay with shareholder outcomes, though Sklar-specific metrics/weights are not disclosed .
• Consultants: The company has not utilized compensation consultants historically, reducing external pay inflation risk; Committee retains oversight .

Risk Indicators & Red Flags

• Pledging/hedging: No pledging arrangements are disclosed—reduces alignment risk concerns .
• Equity award timing: Grants are set without regard to material nonpublic information—mitigates timing/repricing risk .
• Section 16 reporting: Proxy notes Sklar’s March 2023 Form 4 and April 2023 amendment (restricted stock grant and disposition), demonstrating compliance updates and transparency; no enforcement actions disclosed .

Investment Implications

• Alignment: Sklar’s meaningful share ownership (~0.82% of common shares) and time-based restricted stock vesting support retention and alignment; absence of pledging is a governance positive .
• Disclosure limits: As a non-NEO, detailed pay mix, targets, and severance/change-of-control terms for Sklar are not disclosed—reduces precision in pay-for-performance assessment at the individual level .
• Trading signals: Tax-withholding Form 4 events in March 2025 and March 2023 signal vesting cadence rather than discretionary selling; they can modestly increase float around vest dates but are not indicative of bearish insider sentiment .
• Company context: HGBL’s compensation framework links incentives to profitability and uses restricted stock under a board-controlled plan; recent revenue/EBITDA variability underscores the importance of disciplined execution in divisions supported by Sklar’s legal oversight .

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