Ross Dove
About Ross Dove
Ross Dove, age 72, is President and Chief Executive Officer of Heritage Global Inc. and a Class I director since May 2015; he co-founded Heritage Global Partners in October 2009 and joined Heritage Global Inc. via the HGP acquisition in February 2012 . He built and led DoveBid to a global auction firm (sold in 2008) and pioneered theater-style auctions as an early step to online migration; he is a founding member of the Industrial Auctioneers Association and a long-standing member of the National Auctioneers Association . Performance context: the company reported net income of $15.5M in 2022, $12.5M in 2023, and $5.2M in 2024; cumulative TSR (fixed $100) measured from 12/31/2021 was $125.67 (2022), $148.66 (2023), and $98.93 (2024) . Board independence: the Board has affirmatively determined all directors other than Messrs. Dove and Ludwig are independent .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Heritage Global Inc. | President & CEO; Class I Director | CEO since May 2015; Director since May 2015 | Leads operating strategy; deep auction industry experience |
| Heritage Global Partners (subsidiary) | Co-Managing Partner | Oct 2009–present; joined HGI via HGP acquisition (Feb 2012) | Built core industrial assets auction capability; integration synergies |
| DoveBid | Global President | Through sale in 2008; remained through Sep 2009 | Scaled global auction platform; pioneered theater-style auctions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Critical Path | Director | Jan 2002–Jan 2005 | Governance support for tech communications firm |
| Industrial Auctioneers Association | Founding Member | Not disclosed | Industry standards and network-building |
| National Auctioneers Association | Member | Since 1985 | Industry engagement and professional development |
| Various venture-funded companies | Director | Not disclosed | Advisory/board roles across venture-backed firms |
Fixed Compensation
| Year | Base salary ($) | Target bonus structure | Actual cash bonus ($) | Stock awards ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 425,000 | Operating income schedule ($30k at $3.03M; up to $1.8M at ≥$23.75M) | 675,520 | 146,142 (RSUs granted 3/1/2023; 1-yr vest) | 14,029 (auto allowance) | 1,260,691 |
| 2024 | 425,000 | Operating income schedule ($30k at $3.03M; up to $1.8M at ≥$23.75M) | 280,772 | 225,173 (RSUs granted 3/7/2024; 1-yr vest) | 14,029 (auto allowance) | 944,974 |
Performance Compensation
| Year | Metric | Target/threshold | Actual payout | Form and split | Vesting details |
|---|---|---|---|---|---|
| 2023 | Operating Income (Company) | $30k bonus at $3.03M OI; up to $1.8M at ≥$23.75M OI | $675,520 cash; $225,173 RSUs | 75% cash / 25% RSUs | 76,850 RSUs granted 3/7/2024; vested 3/7/2025 |
| 2024 | Operating Income (Company) | $30k bonus at $3.03M OI; up to $1.8M at ≥$23.75M OI | $280,772 cash; $93,591 RSUs | 75% cash / 25% RSUs | 44,355 RSUs granted 3/6/2025; vest 3/6/2026 |
Equity Ownership & Alignment
| Metric | Apr 8, 2024 | Apr 7, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 2,302,656 | 2,321,917 |
| Ownership (% of common outstanding) | 6.2% | 6.5% |
| Unvested RSUs (units and date context) | 76,850 unvested at 12/31/2023; vest 3/7/2025 | 44,355 unvested granted 3/6/2025; vest 3/6/2026 |
| Options (exercisable / unexercisable) | None disclosed for Ross Dove | None disclosed for Ross Dove |
| Shares pledged as collateral | None disclosed; company not aware of any pledges | None disclosed; company not aware of any pledges |
| Anti-hedging policy | Prohibits short-term trades, short sales, buying/selling puts/calls; officer trades must be pre-cleared | Prohibits short-term trades, short sales, buying/selling puts/calls; officer trades must be pre-cleared |
| Clawback policy | Adopted Nov 7, 2023; mandatory recoupment for accounting restatements per Rule 10D-1/Nasdaq | Adopted Nov 7, 2023; mandatory recoupment for accounting restatements per Rule 10D-1/Nasdaq |
Employment Terms
| Term | Details |
|---|---|
| Employment start date (CEO) | Appointed CEO May 2015 |
| Severance (termination without cause) | 12 months base salary + pro rata bonus (if performance criteria met as of termination date), subject to conditions |
| Change-of-control economics | No change-in-control benefits in 2023 or 2024 |
| Clawback | Compensation Recoupment Policy adopted Nov 7, 2023; applies to current/former executive officers |
| Anti-hedging | Policy prohibits short-term/speculative transactions; pre-clearance required |
| Contract term, auto-renewal, non-compete/solicit, garden leave, post-termination consulting | Not disclosed |
Board Governance
- Board leadership: Chair is Samuel Shimer; CEO is Ross Dove; roles are separated to balance oversight with management .
- Committee memberships: Audit (Sharpe—Chair, Shimer, Burnham), Compensation (Hexner—Chair, Shimer), Corporate Governance (Sinsley—Chair, Hexner); Ross is not listed on any committee .
- Independence: Board determined all directors other than Messrs. Dove and Ludwig are independent under Nasdaq rules .
- Attendance: Board met four times in 2024; all directors attended 100% of Board and committee meetings .
- Current term: Ross Dove nominated for re-election as Class I director with term to expire at 2028 annual meeting .
Director Compensation
| Item | Amount |
|---|---|
| Director fees paid to Ross Dove | $0 (not compensated as director due to executive employment) |
Say‑on‑Pay & Shareholder Feedback
| Year | Item | Result |
|---|---|---|
| 2024 | Advisory vote on NEO compensation held | Proposal included; advisory vote scheduled and conducted at 2024 meeting |
| 2025 | Advisory vote outcome (2024 meeting coverage) | Approximately 14,556,634 shares voted in favor of NEO compensation for 2023 |
Compensation Committee Analysis
- Pay-for-performance design centers on variable, at-risk cash and equity, with Ross Dove’s bonus solely tied to operating income levels; the company explicitly emphasizes operating income over net income as the key driver for incentives and value creation .
- Equity strategy shifted from options to predominantly restricted stock since 2022; Ross received RSUs linked to annual achievement with one-year vesting, reinforcing short- to medium-term alignment while reducing option risk exposure .
- No compensation consultants were used; Compensation Committee retains oversight and approves goals, amounts, and benefits .
Related Party Transactions (Governance risk signals)
- NLEX office lease from Director/Division President David Ludwig: $114,250 (2024), $113,000 (2023) .
- Employment of family members: Alexander Dove (son) total comp $178,317 (2024), $180,000 (2023); Grayson Dove (son) $105,862 (2024), $163,004 (2023); Senior Advisor compensation for brother Kirk Dove $214,029 (2024 and 2023) .
- Policy: transactions with related persons approved by full Board or independent director committee; Code of Conduct requires avoidance and disclosure of conflicts .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | 15,493,000 | 12,475,000 | 5,182,000 |
| TSR (fixed $100 investment) | 125.67 | 148.66 | 98.93 |
Equity Award Vesting Calendar (Insider selling pressure monitor)
| Grant date | Type | Units | Vest date |
|---|---|---|---|
| 3/1/2023 | RSUs (2022 achievement) | 57,764 | 3/1/2024 |
| 3/7/2024 | RSUs (2023 achievement) | 76,850 | 3/7/2025 |
| 3/6/2025 | RSUs (2024 achievement) | 44,355 | 3/6/2026 |
Investment Implications
- Alignment: Significant personal ownership (6.5%) and incentive pay tied to operating income align CEO economics with profitability; clawback and anti-hedging mitigate adverse behavior risks .
- Near-term selling pressure: RSU vest events on 3/7/2025 and 3/6/2026 introduce potential periodic supply; monitor Form 4 filings around these dates .
- Governance checks: Chair/CEO split and Ross’s absence from key committees support oversight; however, related‑party transactions and family employment require continued scrutiny for independence optics .
- Pay structure: Shift from options to RSUs since 2022 reduces risk but can increase guaranteed value perception; bonus grid caps at $1.8M for very high operating income levels—upside lever if profitability expands .