Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Registrant Name | HERITAGE GLOBAL INC. |
Entity Central Index Key | 0000849145 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Pay vs Performance Disclosure, Table | Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” Pay Versus Performance Tables The following table presents, for each of the three most recent years: • Total compensation, as calculated in the Summary Compensation Table, for our CEO (“Principal Executive Officer” or “PEO”) and an average for our other Named Executive Officers (“Non-PEO NEOs”); • Compensation actually paid to the PEO and Non-PEO NEOs, an SEC prescribed calculation which adjusts total compensation for the items described below and which does not equate to realized compensation; • Our cumulative total shareholder return since the last trading day before the earliest year presented; and • Our net income. Year Summary Compensation Table Total for (1) Compensation Actually (2) Average Compensation Table Total for (3) Average Compensation (2) Value of (4) Net Income (a) (b) (c) (d) (e) (f) (g) 2023 1,260,691 1,275,132 1,330,285 1,533,851 104.51 12,475,000 2022 877,455 877,455 1,110,341 1,217,941 88.35 15,493,000 2021 451,529 451,529 784,994 674,813 70.30 3,053,000 (1) For the years 2023, 2022 and 2021, this is the total compensation, as disclosed in the Summary Compensation Table above, for PEO Mr. Ross Dove . (2) Compensation Actually Paid is the Summary Compensation Table total for the PEO (column (b) above) and Average Summary Compensation Table total for the Non-PEO NEOs (column (d) above), adjusted for the value of equity pursuant to Item 402(v)(2)(iii)(C) of Regulations S-K, and detailed in the table following. (3) For the years 2023, 2022 and 2021, this is the average total compensation, as disclosed in the Summary Compensation Table above, for our non-PEO NEOs Mr. David Ludwig and Mr. Nicholas Dove. (4) Total Shareholder Return. The value is based on a fixed investment of one hundred dollars in our common stock measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal year for each year reported in the table. | ||
Company Selected Measure Name | Net Income | ||
Named Executive Officers, Footnote | (1) For the years 2023, 2022 and 2021, this is the total compensation, as disclosed in the Summary Compensation Table above, for PEO Mr. Ross Dove . | ||
PEO Total Compensation Amount | $ 1,260,691 | $ 877,455 | $ 451,529 |
PEO Actually Paid Compensation Amount | $ 1,275,132 | 877,455 | 451,529 |
Adjustment To PEO Compensation, Footnote | The following table presents compensation actually paid as determined by adjusting the Summary Compensation Table Total for the PEO (column (b) above) and Average Summary Compensation Table Total for the Non-PEO NEOs (column (d) above) for the value of equity pursuant to Item 402(v)(2)(iii)(C) of Regulations S-K: PEO Non-PEO NEO 2023 2022 2021 2023 2022 2021 Summary Compensation Table Total $ 1,260,691 $ 877,455 $ 451,529 $ 1,330,285 $ 1,110,341 $ 784,994 Subtract: Grant date fair value of equity awards granted during the covered year ( 146,143 ) — — — — ( 161,290 ) Add: Fair value as of end of covered year of equity awards granted during covered year that were outstanding and unvested as of end of covered year 160,584 — — — — 9,000 Add: Change in fair value from end of prior year to end of current year for equity awards granted in prior years that were outstanding and unvested at end of current year — — — ( 356,884 ) 113,897 37,866 Add: Fair value as of vesting date of equity awards that were granted and vested in same year — — — — — — Add: Change in fair value from end of prior year to vesting date of equity awards granted in prior years that vested in covered year — — — 560,450 ( 6,297 ) 4,244 Subtract: Fair value at end of prior year of equity awards granted in prior years that failed to vest (forfeited) in covered year — — — — — — Add: Dollar amount of dividends or other earnings paid on equity awards in covered year prior to vesting date that are not included in total compensation for covered year — — — — — — Compensation Actually Paid $ 1,275,132 $ 877,455 $ 451,529 $ 1,533,851 $ 1,217,941 $ 674,813 | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,330,285 | 1,110,341 | 784,994 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,533,851 | 1,217,941 | 674,813 |
Adjustment to Non-PEO NEO Compensation Footnote | The following table presents compensation actually paid as determined by adjusting the Summary Compensation Table Total for the PEO (column (b) above) and Average Summary Compensation Table Total for the Non-PEO NEOs (column (d) above) for the value of equity pursuant to Item 402(v)(2)(iii)(C) of Regulations S-K: PEO Non-PEO NEO 2023 2022 2021 2023 2022 2021 Summary Compensation Table Total $ 1,260,691 $ 877,455 $ 451,529 $ 1,330,285 $ 1,110,341 $ 784,994 Subtract: Grant date fair value of equity awards granted during the covered year ( 146,143 ) — — — — ( 161,290 ) Add: Fair value as of end of covered year of equity awards granted during covered year that were outstanding and unvested as of end of covered year 160,584 — — — — 9,000 Add: Change in fair value from end of prior year to end of current year for equity awards granted in prior years that were outstanding and unvested at end of current year — — — ( 356,884 ) 113,897 37,866 Add: Fair value as of vesting date of equity awards that were granted and vested in same year — — — — — — Add: Change in fair value from end of prior year to vesting date of equity awards granted in prior years that vested in covered year — — — 560,450 ( 6,297 ) 4,244 Subtract: Fair value at end of prior year of equity awards granted in prior years that failed to vest (forfeited) in covered year — — — — — — Add: Dollar amount of dividends or other earnings paid on equity awards in covered year prior to vesting date that are not included in total compensation for covered year — — — — — — Compensation Actually Paid $ 1,275,132 $ 877,455 $ 451,529 $ 1,533,851 $ 1,217,941 $ 674,813 | ||
Compensation Actually Paid vs. Total Shareholder Return | Compensation Actually Paid and Cumulative Total Stockholder Return The amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs increased from 2021 to 2022 and from 2022 to 2023, as did the Company's total stockholder return. We utilize several performance measures to align executive compensation with the Company’s performance, but historically have not used financial performance measures such as total shareholder return. As described under the Narrative to Summary Compensation Table section of this Proxy Statement, part of the compensation our NEOs are eligible to receive consists of annual performance based cash bonuses and equity awards that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals. The Board believes that the key performance measurement is operating income growth and we align our payment of incentives to our NEOs based on this metric, which the Company believes is the primary driver that would impact the Company’s enterprise valuation and therefore, ultimatel y, total stockholder return. | ||
Compensation Actually Paid vs. Net Income | Compensation Actually Paid and Net Income The amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs increased from 2021 to 2022 and from 2022 to 2023. The Company's net income increased substantially from 2021 to 2022, and then decreased from 2022 to 2023. The Company does not look to net income as a performance measure for its executive compensation program and instead looks at operating income to evaluate the Company’s performance. From 2022 to 2023 the Company went from having net income of $15.5 million (which included a one time adjustment to our valuation allowance against our deferred tax assets of approximately $7.1 million) to a net income of $12.5 million. Without the adjustment to deferred tax assets, the Company would have had a net income of $8.4 million in 2022. The increase in compensation actually paid to our named executive officers year over year generally reflects cash bonuses for the achievement of annual corporate and strategic objectives. | ||
Total Shareholder Return Amount | $ 104.51 | 88.35 | 70.3 |
Net Income (Loss) | $ 12,475,000 | $ 15,493,000 | $ 3,053,000 |
PEO Name | Mr. Ross Dove | Mr. Ross Dove | Mr. Ross Dove |
PEO | Adjustment to Compensation, Grant Date Fair Value of Equity Awards Granted During the Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ (146,143) | $ 0 | $ 0 |
PEO | Adjustment to Compensation, Fair Value as of End of Covered Year of Equity Awards Granted During Covered Year that were Outstanding and Unvested as of End of Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 160,584 | 0 | 0 |
PEO | Adjustment to Compensation, Change in Fair Value from End of Prior Year to End of Current Year for Equity Awards Granted in Prior Years that were Outstanding and Unvested at End of Current Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
PEO | Adjustment to Compensation, Fair Value as of Vesting Date of Equity Awards that were Granted and Vested in Same Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
PEO | Adjustment to Compensation, Change in Fair Value from End of Prior Year to Vesting Date of Equity Awards Granted in Prior Years that Vested in Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
PEO | Adjustment to Compensation, Fair Value at End of Prior Year of Equity Awards Granted in Prior Years that Failed to Vest (Forfeited) in Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
PEO | Adjustment to Compensation, Amount of Dividends or Other Earnings Paid on Equity Awards in Covered Year Prior to Vesting Date that are not Included in Total Compensation for Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
Non-PEO NEO | Adjustment to Compensation, Grant Date Fair Value of Equity Awards Granted During the Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | (161,290) |
Non-PEO NEO | Adjustment to Compensation, Fair Value as of End of Covered Year of Equity Awards Granted During Covered Year that were Outstanding and Unvested as of End of Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 9,000 |
Non-PEO NEO | Adjustment to Compensation, Change in Fair Value from End of Prior Year to End of Current Year for Equity Awards Granted in Prior Years that were Outstanding and Unvested at End of Current Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | (356,884) | 113,897 | (37,866) |
Non-PEO NEO | Adjustment to Compensation, Fair Value as of Vesting Date of Equity Awards that were Granted and Vested in Same Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
Non-PEO NEO | Adjustment to Compensation, Change in Fair Value from End of Prior Year to Vesting Date of Equity Awards Granted in Prior Years that Vested in Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | (560,450) | (6,297) | 4,244 |
Non-PEO NEO | Adjustment to Compensation, Fair Value at End of Prior Year of Equity Awards Granted in Prior Years that Failed to Vest (Forfeited) in Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
Non-PEO NEO | Adjustment to Compensation, Amount of Dividends or Other Earnings Paid on Equity Awards in Covered Year Prior to Vesting Date that are not Included in Total Compensation for Covered Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ 0 | $ 0 | $ 0 |