Samuel Shimer
About Samuel Shimer
Samuel L. Shimer, age 61, is Chairman of the Board and a Class I director of Heritage Global Inc. (HGBL), appointed to the Board in April 2001 and elected Chairman in March 2020. He brings deep mergers and acquisitions expertise from senior roles at Street Capital (SVP, M&A and Business Development, then Managing Director) and currently serves as Managing Director of SLC Capital Partners, LLC, a private equity fund manager he co-founded in 2010. He holds a B.S. in Economics from The Wharton School and an MBA from Harvard Business School. The Board has affirmed his independent director status under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Global Inc. | Director (Class I) | Apr 2001–present | Board leadership; Chairman since Mar 2020 |
| Heritage Global Inc. | Chairman of the Board | Mar 2020–present | Separate Chair/CEO structure adopted; Board believes this promotes balance |
| Street Capital (former parent of the Company) | SVP, M&A & Business Development; later Managing Director | Jul 1997–Feb 2004 | Led M&A and BD initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SLC Capital Partners, LLC | Managing Director | 2010–present | Co-founder; private equity fund management |
| Two private companies (names not disclosed) | Board Director | Ongoing | Private company directorships |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chairman of the Board (non-CEO). Audit Committee chaired by Kelly Sharpe; Compensation Committee chaired by Michael Hexner.
- Independence: Board determined all directors except Ross Dove (CEO) and David Ludwig (President, Financial Assets) are independent; Shimer is independent.
- Attendance and engagement: Board met four times in 2024; all directors attended 100% of Board and committee meetings. Audit, Compensation, and Corporate Governance Committees each met four times in 2024.
- Leadership structure: Board separates Chair and CEO roles; Board does not have a Lead Independent Director and believes one is not necessary given size/scale.
- Shareholder engagement and say-on-pay: At the 2024 Annual Meeting, 14,556,634 shares were voted in favor of executive compensation for 2023 (advisory).
- Conflicts oversight: Audit Committee reviews conflicts for directors and officers; Code of Conduct requires reporting and avoidance of actual/apparent conflicts.
Fixed Compensation (Director)
| Component | Amount/Structure | Period | Notes |
|---|---|---|---|
| Cash fees paid (Shimer) | $126,000 | FY2024 | Aggregate cash fees earned/paid |
| Restricted stock (grant-date fair value) | $43,950 | FY2024 | 15,000 shares granted in 2024 per plan |
| 2024 Director Compensation Plan (effective 7/1/24) | Non-employee director annual retainer: $50,000; annual grant: 20,000 restricted shares vesting 25% quarterly over 1 year | Adopted mid-2024 | Chairman cash retainer: $75,000; Audit Chair cash retainer: $75,000; other committee chairs: $15,000; non-chair members: $7,500 |
| Pre-July 2024 structure (1/1/24–6/30/24) | Non-employee director retainer: $12,500; grant: 15,000 restricted shares vesting over 12 months | H1 2024 | Chairman retainer: $37,500; Audit Chair: $30,000; Audit members: $2,500 + $1,000/meeting; other chairs: $3,000; other members: $1,500 |
Shimer, as Chairman and a member of Audit and Compensation Committees, is eligible for role-based committee retainers; totals reported above reflect actual FY2024 compensation per the proxy.
Performance Compensation (Director)
| Metric/Instrument | Grant Date | Shares/Units | Vesting | Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Restricted stock (director annual grant) | 2024 (date not specified) | 15,000 | Time-based over 12 months | $43,950 | Per FY2024 director comp table |
| Restricted stock (updated plan) | 2025 Form 4 filed 3/10/2025 for 3/6/2025 transaction | 20,000 | Time-based; 25% every 3 months (per plan) | $0 transaction price (equity award) | SEC Form 4 index (Shimer) and summary site |
Directors’ equity grants are time-based; no performance metrics or TSR/EBITDA targets are disclosed for director awards.
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock |
|---|---|---|---|
| Two private companies (names not disclosed) | No | Director | None disclosed with HGBL suppliers/customers |
| Public company boards | None disclosed | — | — |
Expertise & Qualifications
- M&A and business development leadership; private equity fund management experience.
- Financial literacy affirmed; Audit Committee membership indicates Board’s view of financial skills (Audit Committee members must meet Nasdaq financial literacy requirements).
- Education: Wharton B.S. Economics; Harvard MBA.
Equity Ownership
| Holder | Shares Beneficially Owned | Options Included | Ownership % of Common | Notes |
|---|---|---|---|---|
| Samuel Shimer | 335,000 | 2,500 shares issuable pursuant to options (included) | <1% | As of April 7, 2025 reporting date |
Anti-hedging policy prohibits short-term/speculative transactions (short sales, puts/calls) by directors; transactions must be pre-cleared by the Corporate Secretary.
Insider Trades (Recent)
| Date (Transaction) | Filing Date | Type | Shares | Price | Resulting Direct Holdings |
|---|---|---|---|---|---|
| Mar 6, 2025 | Mar 10, 2025 | Equity award (restricted stock per director plan) | 20,000 | $0 | 332,500 direct (post-event per summary site) |
| Mar 7, 2024 | Mar 11, 2024 | Equity award (restricted stock per director plan) | 15,000 | $0 | 312,500 direct (post-event per summary site) |
Governance Assessment
- Board effectiveness: Shimer provides continuity and transactional expertise as long-tenured independent Chair, with clear separation from the CEO role. Committee service on Audit and Compensation places him at the center of financial reporting integrity and pay oversight; both committees met four times in 2024 and the Board reported 100% attendance.
- Independence and conflicts: Board confirms Shimer’s independence; no related-party transactions disclosed involving Shimer. The Audit Committee explicitly oversees conflicts, and the Code of Conduct mandates reporting and avoidance of actual/apparent conflicts.
- Alignment and incentives: Director pay blends cash retainers with time-based restricted stock; Shimer also holds a material personal stake (335,000 shares) though below 1% of outstanding, and participates in annual director equity grants (15,000 shares in 2024; 20,000 under the 2024 plan as evidenced by 2025 Form 4). Anti-hedging policy enhances alignment and mitigates speculative behavior.
- Signals and red flags: Governance documents reflect strong process (independent committees; clawback policy for executives; auditor independence and pre-approval), but the Company discloses related-party transactions involving other insiders (family employment; office lease with an executive director). Continued vigilance by independent directors, including Shimer on Audit and Compensation, remains important to mitigate perceived conflicts.
Overall, for investors focused on board oversight and confidence, Shimer’s independent status, committee roles, full attendance, and equity ownership are positive signals, with ongoing scrutiny warranted around broader related-party items at the Company level.