Marshall Heinberg
About Marshall Heinberg
Marshall Heinberg (age 68) is an independent director of ContextLogic Inc. (LOGC) since April 2024. He is the founder and Managing Director of MAH Associates, LLC (since 2012) and previously led investment banking at Oppenheimer & Co. and CIBC World Markets; he holds a B.S. in Economics from Wharton and a J.D. from Fordham Law School . He currently serves as Chair of the Board at Custom Truck One Source, Inc. and as a director of Union Carbide Corporation (a Dow Inc. subsidiary) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAH Associates, LLC | Founder & Managing Director | 2012–present | Strategic advisory to companies evaluating financing/strategic alternatives |
| Oppenheimer & Co., Inc. | Head of Investment Banking; Senior Managing Director | 2008–2012 | Led U.S. investment banking franchise |
| CIBC World Markets | Head of U.S. Investment Banking | 2001–2008 | Senior leadership of US platform |
| PAE, Inc. (public) | Chair of Board | Feb 2020–Feb 2022 | Governance leadership through transaction period |
| ChannelAdvisor Corp. (public) | Director | Dec 2019–Nov 2022 | Board oversight; company sold in 2022 |
| Galmed Pharmaceuticals Ltd. (public) | Director | Oct 2018–Jun 2022 | Board oversight in clinical-stage environment |
| Ecology & Environment, Inc. (public) | Chair; Executive Chair | Jun 2017–Jan 2020 | Led board through sale to WSP |
| Universal Biosensors, Inc. (public) | Director | Jul 2010–Mar 2021 | Board and audit oversight |
| Burford Capital Ltd. | Advisor | Jul 2015–Jul 2020 | Advisory to litigation finance leader |
External Roles
| Company | Role | Committee/Notes |
|---|---|---|
| Custom Truck One Source, Inc. (NYSE: CTOS) | Chair of the Board (since Apr 2021) | Audit Committee member; Audit Committee Financial Expert (CTOS proxy 2025) |
| Union Carbide Corporation (Dow Inc. subsidiary) | Director (since Jul 2019) | Board member |
Board Governance
- Independence: Board determined Heinberg is an independent director under Nasdaq standards .
- Committees at LOGC: Audit Committee member and identified as an “audit committee financial expert”; Nominating & Corporate Governance Committee Chair .
- Board structure and cadence (FY2024): Board met 22 times; Audit (6), Compensation (8), Nominating & Governance (5); each director attended at least 75% of applicable meetings .
- Executive sessions: Independent directors hold regularly scheduled executive sessions .
- Classified board: Heinberg is a Class II director with a term expiring at the 2027 annual meeting .
Fixed Compensation (Director)
| Component | Policy/Amount | 2024 Actual for M. Heinberg |
|---|---|---|
| Annual cash retainer (non-employee director) | $150,000 (paid in April 2024) | $222,500 cash paid in 2024 (includes committee/role retainers) |
| Committee retainers | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000; Audit member $10,000; Comp member $7,500; Nominating member $5,000 | Included in actuals above |
| Election to receive retainers in RSUs | Permitted; election before Dec 31 prior year | Elected to receive 2025 cash compensation in RSUs |
Notes: A special Transaction Committee carried $35,000/month while active (Nov 15, 2024–Mar 10, 2025); not all directors served—membership not specified here .
Performance Compensation (Director Equity)
| Grant/Action | Date | Instrument | Grant Value/Shares | Vesting/Terms |
|---|---|---|---|---|
| Annual equity grant (policy) | 2024 | RSUs | $150,000 value (shares by grant-date price) | Vests in full on 1-year anniversary; pro-rata if service ends; full vest on change in control |
| Initial equity grant (policy) | Dec 6, 2024 | RSUs | $440,000 value (shares by 30-day VWAP) | Vests in full on 1-year anniversary; same pro-rata/CIC terms |
| Form 4 – Initial/Annual RSUs | Dec 6, 2024 | RSUs | 64,801 units awarded; post-transaction holdings 90,485 units [Read URL] | Time-based as above |
| Form 4 – Additional RSUs | Jan 15, 2025 | RSUs | 44,321 units; post-transaction holdings 44,321 (award) [Read URL] | Time-based |
| Form 4 – RSU settlement | Apr 19, 2025 | RSU settle to common | 25,684 RSUs settled into common; corresponding disposition of RSUs; post-transaction common stock 25,684 [Read URL] | Standard settlement; exempt code |
No performance metrics are tied to director equity; RSUs are time-based and align with service/retention .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Custom Truck One Source, Inc. | Chair; Audit Committee member/AFE | Separate industry (specialty equipment); no LOGC related-party transactions disclosed |
| Union Carbide Corporation (Dow Inc. subsidiary) | Director | No LOGC related-party transactions disclosed |
LOGC disclosed no related-party transactions ≥$120,000 with directors since Jan 1, 2024; Audit Committee pre-approves any such transactions per policy .
Expertise & Qualifications
- Capital markets and M&A: 35+ years; former Head of U.S. Investment Banking at CIBC World Markets and Head of Investment Banking at Oppenheimer & Co. .
- Financial oversight: Identified as “audit committee financial expert” at LOGC; serves on Audit Committee at CTOS .
- Education: B.S. Economics (Wharton), J.D. (Fordham) .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership (as of May 19, 2025) | 25,684 shares/RSUs beneficially owned; <1% of outstanding |
| Unvested RSUs (beyond 60 days) | 109,122 units not expected to vest within 60 days (as of May 19, 2025) |
| Vested vs unvested (as of Apr 4, 2025 reference) | 25,684 vesting within 60 days; 109,122 beyond 60 days |
| Pledging/Hedging | Company policy prohibits pledging and hedging by directors and officers |
| Ownership guidelines | None mandated; ownership is “strongly encouraged” |
Insider Trades (Form 4s)
| Transaction Date | Filing Date | Type | Security | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-12-06 | 2024-12-09 | Award (A) | RSU | 64,801 | 90,485 | https://www.sec.gov/Archives/edgar/data/1822250/000121390024106960/0001213900-24-106960-index.htm |
| 2025-01-15 | 2025-01-17 | Award (A) | RSU | 44,321 | 44,321 | https://www.sec.gov/Archives/edgar/data/1822250/000121390025004636/0001213900-25-004636-index.htm |
| 2025-04-19 | 2025-04-21 | M (Exempt) | RSU disposition | 25,684 | 0 (RSUs for this tranche) | https://www.sec.gov/Archives/edgar/data/1822250/000121390025033888/0001213900-25-033888-index.htm |
| 2025-04-19 | 2025-04-21 | M (Exempt) | Common stock acquisition (settlement) | 25,684 | 25,684 | https://www.sec.gov/Archives/edgar/data/1822250/000121390025033888/0001213900-25-033888-index.htm |
Note: Data retrieved via insider-trades tool (Form 4 feed) confirms RSU grants and subsequent settlement; quantities match LOGC director equity program .
Governance Assessment
-
Strengths
- Independent director with deep capital markets and M&A experience; identified Audit Committee Financial Expert; chairs Nominating & Governance—supports board process rigor .
- Attendance: Board/committee engagement met ≥75% threshold; high Board and committee meeting cadence during transition year .
- Alignment: Elected to receive 2025 director cash compensation in RSUs; equity-based compensation vests over time; hedging/pledging prohibited .
- No related-party transactions disclosed with him; Audit Committee controls for related-party oversight .
-
Watch items / RED FLAGS (contextual to LOGC, not specific misconduct)
- Listing environment: LOGC voluntarily delisted from Nasdaq and commenced trading on OTCQB in early June 2025 after Nasdaq “public shell” notice; this can reduce liquidity and institutional ownership, raising governance risk premiums. Board cited cost/benefit rationale for OTC move .
- Structural constraints: Transfer restrictions and NOL preservation strategy can deter certain ownership changes; while protecting tax assets, they may limit takeover optionality (anti-takeover effect) .
-
Overall view
- Heinberg’s audit/governance credentials are strong for a capital-allocation and reorganization phase; independence and equity-based pay are positives for investor confidence. Listing shift to OTC is a macro governance headwind to monitor at the full board level rather than a director-specific conflict .
Appendix: LOGC Board and Committee References
- Board class and terms (Heinberg Class II, term to 2027) .
- Committee memberships and chairs (Audit member/AFE; Nominating & Governance Chair) .
- Director compensation policy and 2024 actuals .
- Independence determination .
- Meeting counts and attendance .
- Related-party transactions (none disclosed) .
- Listing/OTC transition .