Michael Hexner
About Michael Hexner
Independent Class II director of Heritage Global Inc. since August 2016; age 72. Background includes co-founding and serving as CEO of Wheel Works (grew to largest independent tire chain in the U.S.), co-founding Pacific Leadership Group, and serving as Chairman/CEO of SmartPillars and DealerFusion. Education: B.A. in Political Science (Williams College), executive management program (UC Berkeley Haas), certified FINRA arbitrator, master’s in negotiation and dispute resolution (Creighton University). Current external roles: COO of LeadLander; special advisor to CEOs of Laboratory Equipment Company and Rondo Energy; managing partner for The Lane .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wheel Works | Co-Founder & CEO | Not disclosed | Built largest independent tire chain in U.S. |
| Pacific Leadership Group | Co-Founder | Not disclosed | Executive leadership experience |
| SmartPillars | Chairman & CEO | Not disclosed | Executive leadership |
| DealerFusion | Chairman & CEO | Not disclosed | Executive leadership |
| Northern California Golf Association | President | Not disclosed | Governance role |
| Youth on Course | Co-Founder & President | Not disclosed | Non-profit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LeadLander | Chief Operating Officer | Not disclosed | Operating role |
| Laboratory Equipment Company | Special Advisor to CEO | Not disclosed | Advisory role |
| Rondo Energy | Special Advisor to CEO | Not disclosed | Advisory role |
| The Lane | Managing Partner | Not disclosed | Investment/management role |
Board Governance
| Area | Detail |
|---|---|
| Independence | Board affirmatively determined Hexner is independent under Nasdaq rules (all directors except Ross Dove and David Ludwig) . |
| Board Attendance (2024) | 100% attendance at Board and applicable committee meetings; Board met four times . |
| Lead Independent Director | Board does not maintain a lead independent director; Chair of the Board is Samuel Shimer . |
| Committees | Compensation Committee: member and Chair ; Corporate Governance Committee: member (Chair is Barbara Sinsley) ; Audit Committee: not a member . |
| Committee Meetings (2024) | Compensation Committee met 4 times ; Corporate Governance Committee met 4 times ; Audit Committee met 4 times . |
| Cybersecurity Oversight | Corporate Governance Committee interacts with management and reports to Board on cybersecurity risk; MCC reports through Gov Committee to Audit and Board . |
Fixed Compensation
| Component | Jan–Jun 2024 | Jul–Dec 2024 | Notes |
|---|---|---|---|
| Board Cash Retainer (non-employee director) | $12,500 | $25,000 | Annualized plan increased to $50,000 effective 7/1/2024 . |
| Chairman of the Board Cash Retainer | $37,500 | $37,500 | Not applicable to Hexner unless serving as Chair . |
| Audit Committee Chair Cash Retainer | $30,000 | $37,500 | Hexner is not Audit Chair . |
| Audit Committee Member (non-chair) Cash Retainer | $2,500 + $1,000 per meeting | $3,750 | Hexner is not on Audit Committee . |
| Other Committee Chair Cash Retainer | $3,000 | $7,500 | Hexner chairs Compensation Committee . |
| Other Committee Member (non-chair) Cash Retainer | $1,500 | $3,750 | Hexner is also a member of Corporate Governance Committee . |
| 2024 Director Compensation (Actual) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael Hexner | 53,250 | 43,950 | 97,200 |
Performance Compensation
| Equity Component | Grant Size | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Common Stock (2024) | 15,000 shares | $43,950 | Vesting over 12 months (Jan–Jun plan) | None disclosed (time-based vesting) |
| Restricted Common Stock (New Plan effective 7/1/2024) | 20,000 shares (annual grant) | Not disclosed | 25% every three months over one year | None disclosed (time-based vesting) |
No director options or PSUs are disclosed in the proxy for directors; director equity is structured as time-based restricted stock with no explicit performance metrics, which generally aligns director pay with shareholder value via ownership but lacks pay-for-performance conditions .
Other Directorships & Interlocks
- The proxy biography for Hexner does not list any current public company directorships beyond HGBL; roles noted are operating/advisory positions in private or non-public entities (LeadLander, Laboratory Equipment Company, Rondo Energy, The Lane) .
Expertise & Qualifications
- Executive leadership and growth-stage operating expertise; founder/CEO experience in retail and tech-enabled businesses .
- Education and credentials: Williams College (B.A.), Haas executive program, FINRA arbitrator, Creighton University master’s in negotiation and dispute resolution .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Michael Hexner | 317,104 | <1% (star as per proxy) | Footnote indicates includes 65,000 shares issuable pursuant to options . |
| Shares Outstanding (as of April 7, 2025) | 35,452,279 | — | Basis for ownership table . |
| Pledged/Hedged Shares | None reported (Company not aware of any pledges) | — | Proxy notes no pledge arrangements known . |
Governance Assessment
- Committee leadership and independence: Hexner chairs the Compensation Committee and serves on the Corporate Governance Committee; both committees are composed entirely of independent directors under Nasdaq rules, reinforcing governance quality and independent oversight .
- Attendance signal: 100% attendance across Board and committee meetings in 2024 indicates strong engagement and reliability from a governance standpoint .
- Pay structure and alignment: Director pay mixes cash retainers with annual restricted stock grants (time-based vesting). The mid-2024 plan increased cash retainers and RSU grant size to 20,000 shares, improving ownership alignment but without performance conditions; investors may prefer retention of equity but note absence of performance-linked metrics for directors .
- Ownership skin-in-the-game: Hexner beneficially owns 317,104 shares (<1%), including options; no pledging reported. Absolute ownership is meaningful versus peer norms for micro/small-cap boards and supports alignment, though not a controlling position .
- Conflicts/related parties: Proxy discloses related-party transactions tied to David Ludwig (lease payments) and multiple Dove family employments/compensation, but no Hexner-specific related party transactions are disclosed; oversight of conflicts is within Audit Committee remit and the Code of Conduct, with Board approval policy for related transactions (albeit unwritten), which may be a procedural weakness versus formal policies .
- Board leadership structure: No lead independent director; Chair and CEO roles are separated (Chair: Shimer; CEO: Ross Dove). For a company of HGBL’s size, Board asserts a lead director unnecessary; investors may weigh this against best practices favoring a designated lead independent director .
RED FLAGS
- Unwritten policy on related-party transaction approvals (reliance on Board/independent committee approvals without a formal written policy could be viewed as a governance weakness) .
- Multiple family employment relationships and a property lease with a management director (Ludwig) represent related-party exposure at the company level, though none are attributed to Hexner; monitoring of oversight rigor is warranted .
Notes on Compensation Committee Processes
- Compensation Committee responsibilities include reviewing corporate goals for executive pay and approving executive compensation and benefits; composition: Shimer and Hexner (Hexner as Chair); Committee met four times in 2024 .
- Use of independent compensation consultants is not disclosed in the proxy; absence of disclosure limits evaluation of consultant independence and benchmarking rigor .