Kelly Sharpe
About Kelly Sharpe
Kelly Sharpe, age 60, is a Class I director at Heritage Global Inc. (HGBL) and has served on the Board since November 2020, bringing 25+ years of financial, operational, and senior management experience across public and private high-growth companies . She began her career with KPMG in San Francisco and later held executive roles including CEO of Sharpe Energy Services (energy) and CFO posts at Openwave Mobility, Openwave Messaging, and Carrier IQ (mobile telecom), and currently serves as President of Exec Xcel Inc. (executive consulting and coaching) . She holds a B.S. in Accounting and Law from Clarkson University and an AAS from SUNY Canton, and the Board has designated her as an “audit committee financial expert” under Item 407(d) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG (San Francisco) | Public Accounting | Not disclosed | Foundation in audit and accounting |
| Sharpe Energy Services | Chief Executive Officer | Not disclosed | Led energy sector operations |
| Openwave Mobility | Chief Financial Officer | Not disclosed | Led finance in mobile telecom |
| Openwave Messaging | Chief Financial Officer | Not disclosed | Led finance in mobile messaging |
| Carrier IQ, Inc. | Chief Financial Officer | Not disclosed | Finance leadership for mobile service intelligence |
| DoveBid Inc. | Senior management (Industrial Asset & Valuation sector) | Not disclosed | Helped grow revenue 10x in first three years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exec Xcel Inc. | President | Not disclosed | Executive consulting and coaching |
Board Governance
| Committee | Members | Chair | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit | Kelly Sharpe; Samuel Shimer; William Burnham | Kelly Sharpe | 4 | All independent; Sharpe is an “audit committee financial expert”; oversees financial reporting, internal controls, auditor independence, and conflicts of interest |
| Compensation | Samuel Shimer; Michael Hexner | Michael Hexner | 4 | Independent directors; oversees executive compensation policies and approvals |
| Corporate Governance | Barbara Sinsley; Michael Hexner | Barbara Sinsley | 4 (in 2023) | Shapes governance policies; cybersecurity oversight with MCC reporting |
- Independence: The Board affirmatively determined that all directors other than Messrs. Dove and Ludwig are independent under Nasdaq rules; Audit and Corporate Governance Committees are composed solely of independent directors .
- Board attendance: The Board met four times during 2024 and all directors attended 100% of Board and applicable committee meetings; directors attended the 2024 annual meeting .
- Election status: Sharpe was nominated and elected as a Class I director to a term expiring at the 2028 annual meeting .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 95,000 | 117,500 |
| Stock Awards ($) | 43,050 (15,000 restricted shares) | 43,950 (15,000 restricted shares) |
| Total ($) | 138,050 | 161,450 |
- Director pay structure change (effective July 1, 2024): Non‑employee director annual cash retainer increased to $50,000 (+$25,000); Audit Committee Chair cash retainer increased to $75,000 (+$15,000); other committee chair retainer to $15,000 (+$9,000); non‑chair committee member retainer to $7,500 (+$4,500); equity grant described as 20,000 restricted shares vesting 25% each three months over one year (+5,000 shares vs prior) .
- H1 vs H2 2024 implementation: Jan–Jun 2024 paid under prior plan ($12,500 cash retainer; Audit Chair $30,000; Audit members $2,500 + $1,000/meeting; other chair $3,000; other members $1,500); Jul–Dec 2024 paid under updated plan (base $25,000 half-year; Audit Chair $37,500 half-year; Audit members $3,750 half-year; other chair $7,500; other members $3,750) .
Performance Compensation
| Equity Award | Quantity | Fair Value ($) | Vesting Terms | Grant Timing |
|---|---|---|---|---|
| Restricted Stock (FY 2024) | 15,000 shares | 43,950 | Time-based (vesting over 12 months per prior plan; updated plan specifies 25% quarterly over one year) | 2024 (specific grant date not disclosed) |
| Restricted Stock (FY 2023) | 15,000 shares | 43,050 | Time-based (vesting over 12 months) | 2023 (specific grant date not disclosed) |
- No director performance metrics (TSR, revenue, EBITDA, ESG) tied to director equity awards are disclosed; awards are time‑based .
Other Directorships & Interlocks
- No other public company directorships for Sharpe are disclosed in the proxy biography; prior operating roles are detailed but no current public board interlocks identified .
Expertise & Qualifications
- Audit Committee Financial Expert: Board designated Sharpe as an “audit committee financial expert” under Item 407(d), based on education and prior experience .
- Financial literacy: All Audit Committee members meet Nasdaq financial literacy requirements .
- Industry and functional expertise: Finance, operations, and senior management across industrial asset valuation (DoveBid), telecom software, and energy; foundation in public accounting (KPMG) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock Outstanding | Notes |
|---|---|---|---|
| Kelly Sharpe | 100,800 | <1% (company denotes “*%” less than one percent) | Beneficial ownership includes exercisable options within 60 days; company not aware of any arrangements including pledges that may result in change of control |
| Shares Outstanding (context) | 35,452,279 | — | As of April 7, 2025 |
- Pledging/Hedging: The company states it is not aware of any arrangements, including pledges, that may result in a change of control; insider trading policy prohibits trading while in possession of MNPI .
Governance Assessment
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Strengths:
- Independent director and Audit Committee Chair with designated “financial expert” status, reinforcing oversight of reporting integrity and internal controls .
- Strong engagement and attendance: Board met quarterly in 2024 and all directors attended 100% of Board and committee meetings; directors attended the 2024 annual meeting .
- Audit Committee mandate includes explicit oversight of conflicts of interest for directors and executive officers, which is salient given HGBL’s related‑party exposures among management family members .
-
Watch items and potential investor sensitivities:
- Director pay inflation risk: Mid‑2024 structural increases to base retainers, Audit Chair fees, and committee fees; equity grant description increased to 20,000 shares, though FY 2024 realized grants show 15,000—investors may monitor alignment and calibration versus company performance and peer norms .
- Related‑party transactions involve management (e.g., office lease with a division president; family employment/compensation) but none disclosed involving Sharpe; continued audit oversight remains critical for investor confidence .
Overall signal: Sharpe’s financial expertise, independence, and chair role on the Audit Committee are positives for governance quality; compensation structure changes warrant monitoring, but her own equity ownership and time‑based awards are standard for directors, and no conflicts are disclosed specific to her .