Timothy Carter
About Timothy Carter
Timothy Carter, 58, is an independent director of Heidrick & Struggles International, Inc. (HSII) appointed on September 19, 2024; he serves on the Audit & Finance Committee (AFC) and the Human Resources & Compensation Committee (HRCC) and will chair the AFC effective April 14, 2025 . His core credentials are public company finance, accounting, risk management, capital deployment, and governance from over 30 years at Piper Sandler, where he was CFO (2017–2024) and previously Treasurer and Chief Accounting Officer; he qualifies as an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler Companies (NYSE: PIPR) | Chief Financial Officer | 2017–2024 | Extensive public company financial, accounting and risk management experience; capital deployment and governance |
| Piper Sandler Companies | Treasurer | 2008–2017 | Liquidity and capital structure oversight |
| Piper Sandler Companies | Chief Accounting Officer | 2006–2008 | Financial reporting and controls |
| Piper Sandler Companies | Controller | 1998–2006 | Accounting operations leadership |
| Piper Sandler Companies | Assistant Controller | 1995–1998 | Accounting support functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | No current public company board service disclosed for Carter in HSII proxy |
Board Governance
- Committee memberships: AFC and HRCC; AFC Chair role effective April 14, 2025; audit committee financial expert designation .
- Independence: Board determined Carter is independent under Nasdaq Rules and company standards .
- Attendance: Board held six meetings in 2024; directors attended 99% of meetings overall, and each director attended at least 75% of meetings during their tenure; all directors attended the 2024 annual meeting .
- Committee cadence: 2024 meetings—AFC: 6; HRCC: 8; NGC: 5 .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer program | $90,000 (program level) | Increased from $85,000 effective May 23, 2024; paid quarterly; directors may defer up to 100% via VDC Plan |
| Chair fees (program) | AFC Chair: $30,000; HRCC Chair: $30,000; NGC Chair: $20,000; Board Chair: $125,000 | Board Chair increased from $100,000 to $125,000 in May 2024 |
| Timothy Carter—Cash fees (2024) | $25,435 | Pro rata from Sept. 19, 2024 appointment; Carter deferred 100% of cash retainer under VDC Plan |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant-Date Price | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|---|
| RSUs (2024 pro rata) | Sept 27, 2024 | 2,687 RSUs | $37.62 | $101,085 | Director annual RSUs remain unvested until retirement from the Board; no performance metrics for director equity |
| Options | — | 0 | — | — | Company has not issued stock options since 2008; none outstanding for directors |
No performance metrics are tied to non‑employee director compensation (RSUs are service‑based and vest upon retirement from the Board) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Carter in HSII proxy biography |
| Prior public boards | Not disclosed |
| Interlocks/potential conflicts | None disclosed; Board reviews other board memberships; independence affirmed |
Expertise & Qualifications
- Financial literacy and audit expertise; qualifies as SEC “audit committee financial expert” .
- Deep experience in capital deployment, corporate governance, and business unit autonomy from Piper Sandler CFO role .
- Risk and compliance awareness aligned with AFC oversight remit (financial reporting, compliance, cybersecurity) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,687 | Reflects RSUs; less than 1% of shares outstanding |
| Vested vs unvested | Unvested RSUs: 2,687 | Director RSUs vest on retirement from Board |
| Options (exercisable/unexercisable) | 0 / 0 | No options outstanding |
| Pledging/hedging | Prohibited | Insider Trading Policy prohibits hedging/pledging |
| Ownership guidelines | 5x annual cash retainer within 3 years | As of March 27, 2025, all non‑employee directors have satisfied or are on track to satisfy guidelines |
Governance Assessment
- Positive signals: Independence; audit financial expert designation; elevation to AFC Chair (audit rigor), and strong board-wide attendance; robust clawback policies; prohibition on hedging/pledging; related‑party transaction oversight and none reported in 2024 .
- Alignment: Director equity is in RSUs that vest upon retirement, encouraging longer-term alignment; director stock ownership guidelines (5x retainer in 3 years) with on‑track compliance; Carter deferred 100% of his 2024 cash retainer under the VDC Plan .
- Compensation governance: HRCC independence; use of independent consultant (Semler Brossy); strong 2024 say‑on‑pay support (95.2%) indicating shareholder confidence in compensation oversight .
RED FLAGS
- Related‑party transactions: None requiring approval since Jan 1, 2024 .
- Hedging/pledging: Prohibited for directors and officers .
- Option repricing/tax gross‑ups: No excise tax gross‑ups; director equity in RSUs (no options outstanding) .
- Attendance: Board‑level attendance robust (99% overall); no low‑attendance issues disclosed .
Notes on Committee Oversight Relevant to Board Effectiveness
- AFC scope: Financial statement integrity, compliance, auditor independence, risk/compliance/internal audit, dividend review, related party transaction disclosure; cybersecurity oversight with CISO briefings; AFC met six times in 2024 .
- HRCC scope: CEO/executive compensation, clawbacks, peer benchmarking, compensation risk assessment; independent consultant retained; annual assessment affirms programs not encouraging excessive risk .