Lawrence Hagenbuch
About Lawrence F. Hagenbuch
Lawrence F. Hagenbuch, age 58, has served on HireQuest’s board since April 2018 (appointed to Command Center’s board pre-merger and retained post-merger). He is an independent director, chairs the Audit Committee, and is designated an “audit committee financial expert.” He is currently an Operating Partner at Crossplane Capital; previously he held senior operating roles at J. Hilburn, AlixPartners, GE/GE Capital, and American National Can, and began his career as a U.S. Navy officer. He holds a B.S. in Engineering from Vanderbilt University and an MBA from The Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J. Hilburn | Senior management | Not disclosed | Operations/strategy experience |
| AlixPartners | Senior management | Not disclosed | Operations/turnaround experience |
| GE / GE Capital | Senior management | Not disclosed | Finance/operations experience |
| American National Can | Senior management | Not disclosed | Industrial operations exposure |
| United States Navy | Officer | Early career | Leadership foundation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Crossplane Capital | Operating Partner | Current | Private equity operating role |
| Optex Systems Holdings (NASDAQ: OPXS) | Director; Audit Chair; Compensation; Nominating/Gov | Nov 2019 – Feb 2023 | Chaired Audit; committee service across Comp and Nominating/Gov |
| Remy International (NASDAQ: REMY) | Director; Audit & Compensation Committees | 2008 – 2015 | Served through sale of the company in 2015 |
| Arotech Corporation (NASDAQ: ARTX) | Director | Not disclosed | Board service (dates not specified) |
Interlocks: HQI director R. Rimmy Malhotra also serves on OPXS’s board; Hagenbuch overlapped at OPXS from 2019–Feb 2023 (Hagenbuch has since departed). This represents a historical network tie, not an HQI related-party transaction .
Board Governance
- Independence and structure: 5 of 6 directors are independent; all three board committees are fully independent. Board leadership combines CEO/Chair with an independent Vice Chairman (R. Rimmy Malhotra) who presides over executive sessions and reviews agendas .
- Committee assignments and roles:
| Committee | Membership | Role |
|---|---|---|
| Audit | Lawrence F. Hagenbuch (Chair), Kathleen Shanahan, R. Rimmy Malhotra | Chair; Audit Committee Financial Expert (Hagenbuch and Malhotra) |
| Compensation | Jack Olmstead (Chair), Kathleen Shanahan, R. Rimmy Malhotra | Not a member |
| Nominating & Corporate Governance | Kathleen Shanahan (Chair), Jack Olmstead | Not a member |
- Attendance and meetings (2024): Board met 6x; Audit 5x; Compensation 3x; Nominating/Gov 1x. Each director attended at least 75% of the meetings of the board and their committees; all directors attended the 2024 annual meeting .
- Election results (2025 annual meeting): Hagenbuch received 9,948,950 “For” and 812,027 “Withheld” votes; broker non-votes 2,011,326 .
- Anti-hedging/derivatives policy: Directors are prohibited from short sales, options trading, margin accounts, or hedging/monetization arrangements in company stock without pre-approval; policy effectively prohibits hedging/pledging for insiders .
Fixed Compensation
- Program structure (non-employee directors):
- Annual board retainer: $36,000
- Committee member retainers: Audit $5,500; Compensation $3,500; Nominating/Gov $3,500
- Committee chair retainers: Audit Chair $8,500; Compensation Chair $5,500; Nominating/Gov Chair $5,500
- Vice Chairman retainer: $12,500
- Retainers are payable quarterly in cash; directors may elect stock in lieu of cash retainers .
| 2024 Director Compensation (Hagenbuch) | Amount |
|---|---|
| Fees earned or paid in cash | $0 |
| Stock awards (elected in lieu of cash retainers) | $162,987 |
| Option awards | $0 |
| Total | $162,987 |
Note: Per footnote, 2024 amounts for non-employee directors represent stock elected in-lieu of cash retainers; valuation based on grant-date closing price; includes both vested and unvested shares .
Performance Compensation
- Annual Restricted Shares: Directors elected at annual meetings receive 4,000 restricted shares that vest in full three months after grant (time-based; not performance-based) .
- Stock Purchase Matching Program: 20% company match of open-market purchases by directors (up to $25,000 value per year), delivered as restricted shares that vest on the second anniversary, contingent on continued service and maintenance of ownership level matched .
| Equity Element | Terms | Vesting |
|---|---|---|
| Annual Restricted Shares | 4,000 RS granted at each annual meeting (2019 Plan) | Cliff vest on 3-month anniversary |
| Stock Purchase Match | 20% match on purchases (cap $25k/year) as restricted stock | 2-year cliff; service and ownership condition |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None disclosed besides HQI |
| Prior public boards | OPXS (Audit Chair; Comp; Nominating/Gov) 2019–Feb 2023; Remy Intl (Audit & Comp) 2008–2015; Arotech (dates not specified) |
| Network interlock | Historical overlap with HQI director R. Rimmy Malhotra at OPXS (Malhotra remains on OPXS; Hagenbuch departed Feb 2023) |
| Shareholder vote signals (2025) | Say-on-Pay For: 10,746,313; Against: 8,811; Abstain: 5,853; broker non-votes: 2,011,326. Frequency: ONE YEAR received 10,295,333 votes |
Expertise & Qualifications
- Audit and financial expertise; designated Audit Committee Financial Expert .
- Board skills matrix indicates strengths in HR/Comp, Finance & Accounting, Governance/public company experience, M&A, Sales/Marketing, and Corporate Management & Strategy .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 111,391 shares (<1%) |
| Vested vs. unvested breakdown | 108,145 shares held outright; 3,246 restricted shares vesting between May 13, 2025 and Feb 13, 2027 |
| Pledged or hedged shares | Company is unaware of any pledging by directors; hedging/margin transactions prohibited per insider trading policy |
| Ownership guidelines | Must own shares (excluding restricted) equal to the annual board retainer by the second anniversary of initial election/appointment |
Governance Assessment
-
Positives:
- Independent Audit Chair with “financial expert” designation; Audit oversees internal controls, financial reporting, and related-party transaction approvals—key for investor confidence .
- Strong equity alignment: elected to take 100% of 2024 director compensation in stock in lieu of cash; program also includes annual RS and purchase matching to build ownership .
- Board structure features independent committees and executive sessions; anti-hedging and margin prohibitions support alignment .
- Shareholder support: 2025 Say-on-Pay received 10,746,313 “For” vs. 8,811 “Against,” indicating strong approval of compensation practices .
-
Watch items and potential red flags:
- Relative dissent: Hagenbuch’s 2025 election received 812,027 withhold votes versus lower withholds for several peers, a signal to monitor engagement and investor sentiment towards audit oversight and board composition .
- Company-level related-party exposure (not involving Hagenbuch): material recurring transactions with entities affiliated with CEO Hermanns and director Jackson (Worlds Franchisees, Jackson Insurance, Bass Underwriters, Insurance Technologies). While overseen under policy by the Audit Committee, the breadth of these transactions presents perception risk; Jackson accordingly serves on no committees .
- Concentrated ownership by insiders/trusts can influence governance dynamics; however, committees remain independent and the Audit Committee reviews related-party dealings .
Overall: Hagenbuch’s profile—independent status, audit leadership, and extensive operating and public board experience—supports board effectiveness in financial oversight. The principal governance risks relate to company-level related-party transactions and relative withhold votes; ongoing transparent oversight by the Audit Committee (which he chairs) and continued investor engagement are important mitigants .