Andrew Heyer
About Andrew R. Heyer
Andrew R. Heyer (age 67) is an independent director of The Lovesac Company and currently serves as Chair of the Board. He has been a director since 2017 and is a finance professional with 35+ years of consumer/consumer-services investing experience, having deployed over $1B and served on multiple public and private boards. He is CEO and Founder of Mistral Equity Partners (founded 2007); previously he was Founding Managing Partner at Trimaran Capital Partners, Vice Chairman of CIBC World Markets and co-head of CIBC Argosy merchant banking, and earlier held senior roles at Argosy Group, Drexel Burnham Lambert, and Shearson/American Express. He holds both a B.Sc. and M.B.A. from Wharton, graduating magna cum laude .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Mistral Equity Partners | Chief Executive Officer & Founder | Founded 2007 | Consumer-focused private equity; extensive board experience |
| Trimaran Capital Partners | Founding Managing Partner | — | Private equity leadership |
| CIBC World Markets Corp. | Vice Chairman; co-head CIBC Argosy MB Funds | Until 1995 | Merchant banking leadership |
| The Argosy Group L.P. | Founder & Managing Director | — | Investment banking leadership |
| Drexel Burnham Lambert | Managing Director | — | Capital markets leadership |
| Shearson/American Express | Executive | — | Early career in finance |
| Univ. of Pennsylvania & UPenn Health System | Executive Committee & Board of Trustees | Current | Institutional governance |
External Roles
| Company | Ticker | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| OneSpaWorld Holdings Limited | OSW | Director | Since 2019 | Current public directorship |
| ARKO Corp. | ARKO | Director | Since 2020 | Served on ARKO’s Audit Committee in 2022–2023 |
| Biote Inc. | BTMD | Director | Since 2022 | Audit Committee Chair |
| Prior 5 years | — | Director | 2016–2024 | XpresSpa Group (2016–2020); Haymaker Acquisition Corp. III (2019–2022); AF Acquisition Corp. (2021–2023); Tastemaker Acquisition Corp. (2021–2023); Haymaker Acquisition Corp. 4 (2023–2024) |
Board Governance
- Roles and committees at LOVE: Chair of the Board; member, Nominating and Governance Committee (appointed April 2024) .
- Independence: Board determined Mr. Heyer is independent. In its review, the Board noted Mistral affiliates held <5% of LOVE since 2021 and zero shares since fiscal 2024; prior Mistral monitoring fees ended in 2021 .
- Attendance: In fiscal 2025 the Board met 8 times and no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Stockholder engagement responsiveness: In fiscal 2025, after outreach to 69 investors, the Board adopted a director resignation policy; additionally, Mr. Heyer stepped down as an executive officer and director of one of his public boards to address overboarding concerns raised by a stockholder .
- Leadership structure: LOVE separates Chair and CEO roles, with Mr. Heyer presiding as independent Chair and acting as liaison between management and independent directors .
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Cash fees paid/earned | $52,500 | Includes RSUs elected in lieu of cash for part of retainer |
| Policy: Annual Board retainer | $75,000 | Non-employee directors |
| Policy: Additional Chair retainer | $50,000 | Increased from $30,000 in FY2025 |
| Committee chair retainers (policy) | Audit $15,000; Comp $10,000; N&G $10,000 | Not applicable to Mr. Heyer in FY2025 |
Mr. Heyer elected to receive RSUs in lieu of a portion of cash retainer .
Performance Compensation (Director)
| Equity Grant | Grant Date | Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs | June 11, 2024 | $125,000 | 1-year cliff | Mr. Heyer elected to defer receipt of Annual Grant |
| Performance Metrics | Detail |
|---|---|
| Director equity metrics | None disclosed; director RSUs are time-based with one-year vesting |
Other Directorships & Interlocks
- External interlock: Both Mr. Heyer (Director since 2019) and LOVE director Walter F. McLallen (Director at OSW since 2017) serve on OneSpaWorld’s board, creating an outside-board interlock (no disclosed related-party transactions) .
- Overboarding mitigation: Mr. Heyer stepped down from one public board to address stockholder overboarding feedback .
Expertise & Qualifications
- Deep finance and consumer investing background (35+ years; >$1B deployed); broad board experience .
- Wharton B.Sc. and M.B.A. magna cum laude; leadership roles across private equity and investment banking .
- Governance expertise as LOVE Board Chair and Nominating & Governance Committee member .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 349,386 shares (2.35% of outstanding) | As of April 17, 2025 |
| Outstanding shares owned (direct/indirect) | 340,540 | See entity/trust breakdown below |
| Shares subject to options/RSUs (within 60 days) | 4,808 | Per proxy ownership table footnote (16) |
| Aggregate unvested stock awards | 8,846 | As of Feb 2, 2025 |
| Deferred RSUs (accumulated) | 24,203 | Shares acquired on vesting and deferred |
| Shares pledged as collateral | None disclosed for Mr. Heyer | Pledging requires Board approval; no disclosure for Mr. Heyer |
| Director ownership guideline | 3× annual cash retainer within 5 years | All directors in compliance or on track |
Breakdown of holdings (illustrative): includes direct holdings; spousal holdings; MEP Co-Invest, LLC (controlled by Mr. Heyer); Heyer Investment Management, LLC; Andrew R. Heyer 2007 Associates, L.P.; multiple family trusts; Heyer Family Foundation; Heyer Charitable Lead Annuity Trust (Mr. Heyer as trustee) .
Insider Trades (Form 4, 2024–2025)
| Date | Type | Shares | Price | Post-transaction ownership | Source |
|---|---|---|---|---|---|
| 2024-04-16 | Open market purchase | 3,856 | $18.7578 | 3,856 | |
| 2024-04-16 | Open market purchase | 3,774 | $18.7358 | 235,292 | |
| 2024-04-17 | Open market purchase | 6,226 | $20.23 | 241,518 | |
| 2024-04-17 | Open market purchase | 6,144 | $20.24 | 10,000 | |
| 2024-04-17 | Open market purchase | 2,000 | $20.20 | 37,282 | |
| 2024-03-02 | RSU settle (exempt) | 456 | $0.00 | 231,518 | |
| 2024-06-11 | RSU grant | 4,808 | $0.00 | 4,808 (RSUs) | |
| 2024-06-11 | RSU grant | 4,038 | $0.00 | 4,038 (RSUs) | |
| 2025-02-03 | RSU grant | 279 | $0.00 | 279 (RSUs) | |
| 2025-06-10 | RSU grant | 6,308 | $0.00 | 6,308 (RSUs) | |
| 2025-06-11 | RSU award | 4,808 | $0.00 | 246,326 (common) | |
| 2025-06-11 | RSU award/settle | 4,038 | $0.00 | 250,364 (common) |
Note: Post-transaction ownership values reflect Form 4 “securitiesOwned” at each event; multiple entries on 2024-04-17 and 2025-06-11 reflect separate line items reported the same day .
Director Compensation (FY2025 snapshot)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Andrew R. Heyer | 52,500 | 125,000 | 177,500 |
| Notes | Includes RSUs elected in lieu of cash; he elected to defer the Annual Grant |
Director pay program features: annual $75,000 cash retainer; additional $50,000 Chair retainer; annual $125,000 RSU grant (one-year vest); ability to elect RSUs in lieu of cash; deferral permitted; director award cap $500,000 (cash+equity) under the 2017 Equity Plan .
Related-Party Transactions and Conflicts
- The Audit Committee oversees related-party transactions; the Company reported no transactions requiring disclosure under Item 404 in the latest proxy .
- Independence review considered prior sponsorship links; Mistral affiliates have not held LOVE shares since fiscal 2024, and prior monitoring fees ended in 2021; Board concluded Mr. Heyer is independent .
- Anti-hedging/pledging: Company prohibits hedging and pledging without prior Board approval; no pledging is disclosed for Mr. Heyer (a separate footnote notes CEO stock pledging approval) .
Governance Assessment
-
Strengths:
- Independent Chair separate from CEO; clear oversight and liaison role .
- Board independence affirmed; explicit consideration of prior sponsor relationships; no related-party transactions disclosed .
- Robust director ownership alignment: equity-heavy director pay; RSUs in lieu of cash; deferral election; all directors in compliance/on-track with ownership guidelines .
- Positive insider signal: open-market purchases in April 2024 around $18.74–$20.24 per share .
- Engagement responsiveness: adoption of director resignation policy; Mr. Heyer reduced outside commitments in response to overboarding concerns .
-
Watch items / potential risks:
- Multiple public boards (OSW, ARKO, BTMD) raises ongoing capacity/overboarding monitoring needs despite mitigation .
- External board interlock with another LOVE director at OneSpaWorld (Heyer and McLallen) warrants routine independence/related-party vigilance (no transactions disclosed) .
- Complex beneficial ownership across entities and family trusts necessitates continued transparency (disclosed in detail via footnotes) .
Attendance: No director fell below 75% meeting attendance in FY2025; all directors attended the 2024 annual meeting, supporting engagement expectations .
Committee focus: As Nominating & Governance Committee member, Mr. Heyer is directly involved in governance principles, CEO succession planning oversight, board composition, and annual self-evaluations .