William Burnham
About William Burnham
Independent Class II director of Heritage Global Inc. (HGBL) appointed in March 2023; age 54. Background spans institutional investing, venture capital, and public equity research; currently Managing Member of Inductive Capital LP (founded 2006). Education: Washington University (summa cum laude, Phi Beta Kappa). Board independence affirmed by the Board under Nasdaq rules; 100% Board/committee attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inductive Capital LP | Managing Member (technology-focused investment fund) | Founded 2006 – Present | Leads investment strategy; extensive public/private board exposure |
| SOFTBANK Capital Partners | Venture Capital Investor | Prior to 2006 (not specified) | Technology investing |
| Mobius Venture Capital | Venture Capital Investor | Prior to 2006 (not specified) | Technology investing |
| Credit Suisse First Boston; Deutsche Morgan Grenfell; Piper Jaffray | Senior Equity Research Analyst | Prior to VC roles (not specified) | Public equity research coverage |
| Booz, Allen & Hamilton | Senior Associate | Earlier career (not specified) | Strategy/management consulting |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| TrustCloud Inc. | Director | Cybersecurity | Current board |
| Abine Inc. | Director | Cybersecurity | Current board |
| Neurotone AI Inc. | Director | AI | Current board |
| Various public and private company boards (U.S. and Canada) | Director (prior) | — | Not individually listed |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class II director; term expires at 2026 annual meeting |
| Committee memberships | Audit Committee member (Chair: Kelly Sharpe; members: Sharpe, Shimer, Burnham) |
| Chair roles | None disclosed |
| Independence | Independent (Board determined all directors other than Ross Dove and David Ludwig are independent) |
| Attendance | 100% of Board and relevant committee meetings in 2024 |
| Board meeting cadence | Board met four times in 2024 |
| Lead Independent Director | None (Board views not necessary given size/structure) |
Fixed Compensation (Director)
| Year | Cash Fees | Notes |
|---|---|---|
| 2024 | $51,000 | Comprised of board retainer and committee retainers per director plan structure |
Director compensation framework updated effective July 1, 2024: non-employee director annual cash retainer increased to $50,000; equity grant increased to 20,000 RS (vests 25% quarterly over one year); Audit Chair retainer increased to $75,000; other committee retainers increased (members $7,500; other committee chairs $15,000). First half 2024 pro-rated under prior plan (12,500 cash retainer; 15,000 RS vesting over 12 months; Audit member retainer $2,500 + $1,000 per meeting).
Performance Compensation (Director Equity)
| Grant Period | Instrument | Shares | Grant-date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 (H1 program) | Restricted Stock | 15,000 | $43,950 | Over 12 months | 2024 RS grant quantum per director; value per ASC 718 |
| 2024 (H2 plan terms) | Restricted Stock | 20,000 (plan level) | — | 25% every 3 months for 1 year | Plan-level structure approved July 1, 2024 (individual 2024 grant shown above remained 15,000) |
No director performance metrics disclosed; equity awards are time-based.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Current private company boards | TrustCloud Inc.; Abine Inc.; Neurotone AI Inc. |
| Interlocks with HGBL customers/suppliers | None disclosed |
| Prior public company boards | Served on numerous boards (not individually listed) |
Expertise & Qualifications
- Capital markets and technology investor with venture and public equity research experience; brings financial literacy suited for Audit oversight (Audit Committee member; all Audit members meet Nasdaq financial literacy; Audit Chair is designated “financial expert”).
- Board governance exposure across multiple companies; cybersecurity exposure via current director roles.
- Education: Washington University (summa cum laude, Phi Beta Kappa).
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| William Burnham | 50,000 | <1% | As of April 7, 2025; no options disclosed for Burnham in footnotes |
- Anti-hedging: Short-term trading, short sales, and buying/selling puts or calls in Company stock prohibited by Code of Conduct; officer/director trades must be pre-cleared.
- Pledging: No pledging disclosures provided for directors; no arrangements known that may result in change of control (general statement).
Governance Assessment
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Strengths
- Independent director with 100% attendance and active Audit Committee service; Audit Committee met four times in 2024.
- Capital markets and technology expertise adds depth to Audit risk oversight and strategic evaluation.
- Pay structure aligns with market norms for small-cap boards (cash retainer + time-vested equity); enhanced committee retainers reflect oversight duties.
- Company maintains clawback policy compliant with Rule 10D-1 and Nasdaq, strengthening accountability.
- Anti-hedging policy in place.
-
Potential Watch Items
- No Lead Independent Director; while the Board views this as unnecessary given size, some investors prefer formalized independent leadership.
- Inductive Capital LP role: while no related-party transactions disclosed with Burnham, ongoing monitoring advisable for potential trading conflicts (e.g., if fund holdings trigger 13D/G or transactions with HGBL counterparties). No such items disclosed.
- Board-related-party environment: related transactions involve other insiders (e.g., Ludwig office lease; familial employment), not Burnham; still a governance consideration in aggregate.
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Shareholder Sentiment Context
- Say-on-pay (2024 meeting) received approximately 14,556,634 votes in favor of 2023 compensation, indicating support (company conducts next advisory vote in 2027).
No legal proceedings, SEC investigations, hedging/pledging exceptions, or related-party transactions involving William Burnham were disclosed.