DEF 14A of Universal Insurance Holdings, Inc.
Filed Apr 25, 2025 · FY20240001193125-25-096772
Director Nominees
Director Nominees The following table provides summary information regarding each of our Board’s nominees for election as director as well as their tenure and business experience.
Director Nominees
| | | | | Committee Membership | | | | | | Name | Age | Director Since | Principal Occupation | Nominating & Governance | Compensation | Audit | Investment | Risk | | Sean P. Downes (Executive Chairman) | 55 | 2005 | Executive Chairman, Universal Insurance Holdings, Inc. | | | | X | | | Carol G. Barton | 73 | 2024 | Founder and Former Chief Executive Officer of Strategem LLC | X | | | | | | Shannon A. Brown | 68 | 2022 | Former Senior Vice President, FedEx Corporation | | X | X | | | | Scott P. Callahan | 71 | 2013 | President and Managing Member of SPC Global RE Advisors, LLC; Former EVP of Everest Reinsurance Holdings | Chair | | | X | | | Kimberly D. Campos | 47 | 2017 | Chief Information Officer and Chief Administration Officer, Universal Insurance Holdings, Inc. | | | | | X | | Stephen J. Donaghy (CEO) | 60 | 2020 | Chief Executive Officer, Universal Insurance Holdings, Inc. | | | | | | | Marlene M. Gordon | 58 | 2020 | SVP and Chief Legal Officer, Panera, LLC | X | | | | | | Francis X. McCahill, III | 77 | 2021 | Founder of Homeowners Choice, Inc. | | | | X | | | Richard D. Peterson | 57 | 2014 | CFO of Turn Biotechnologies, Inc. | | X | Chair | | | | Michael A. Pietrangelo (Lead Independent Director) | 82 | 2010 | Former President and Managing Director of The Theraplex Company, LLC | X | Chair | | | | | Ozzie A. Schindler | 56 | 2007 | Lawyer with Greenberg Traurig, LLP | | | X | | Chair | | Jon W. Springer | 55 | 2013 | Director, Universal Insurance Holdings, Inc. | | | | Chair | X |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board, upon the recommendation of the Nominating and Governance Committee, nominated incumbent directors Carol G. Barton, Shannon A. Brown, Scott P. Callahan, Kimberly D. Campos, Stephen J. Donaghy, Sean P. Downes, Marlene M. Gordon, Francis X. McCahill, III, Richard D. Peterson, Michael A. Pietrangelo, Ozzie A. Schindler and Jon W. Springer for election to the Board to serve as directors until the 2026 Annual Meeting of Shareholders or until each nominee’s successor is duly elected and qualified. The nominees have consented to be named in this Proxy Statement as director nominees and have indicated their intent to serve if re-elected. If any nominee becomes unavailable for any reason, or if any vacancy in the slate of directors to be elected at the meeting should occur before the election, the shares represented by the proxy will be voted for the person, if any, who is designated by the Board to replace the nominee or to fill such vacancy on the Board. Each nominee was last elected by shareholders at the 2024 Annual Meeting of Shareholders. If elected, each nominee is expected to serve for a one-year term until the 2026 Annual Meeting of Shareholders. Each director will hold office until his or her successor is duly elected and qualified or until such director’s earlier death, resignation or removal. Otherwise, if a director nominee fails to receive the affirmative vote of the majority of votes cast, then he or she shall promptly tender his or her resignation to the Board, and the Board, taking into account the recommendation of the Nominating and Governance Committee, shall subsequently determine whether to accept or reject the resignation, or whether other action should be taken. THE BOARD RECOMMENDS A VOTE FOR EACH OF ITS NOMINEES FOR ELECTION AS DIRECTORS.
Director Nominees
Director Nominees The director nominees are set forth below. If elected, each nominee is expected to serve for a one-year term until the 2026 Annual Meeting of Shareholders. Each director will hold office until his or her successor is duly elected and qualified or until such director’s earlier departure.
Director Nominees
| Name | Age | Position at the Company | Date of Joining the Board | | Carol G. Barton | 73 | Director | 2024 | | Shannon A. Brown | 68 | Director | 2022 | | Scott P. Callahan | 71 | Director | 2013 | | Kimberly D. Campos | 47 | Director, Chief Information Officer and Chief Administrative Officer | 2017 | | Stephen J. Donaghy | 60 | Director and Chief Executive Officer | 2020 | | Sean P. Downes | 55 | Executive Chairman | 2005 | | Marlene M. Gordon | 58 | Director | 2020 | | Francis X. McCahill, III | 77 | Director | 2021 | | Richard D. Peterson | 57 | Director | 2014 | | Michael A. Pietrangelo | 82 | Director | 2010 | | Ozzie A. Schindler | 56 | Director | 2007 | | Jon W. Springer | 55 | Director | 2013 |
Director Nominees
| | Carol G. Barton became a director of the Company in 2024. |
Director Nominees
Ms. Barton has more than 35 years’ experience in the property and casualty insurance industry, including senior leadership positions at American International Group, Inc. (AIG) and FM Global. Ms. Barton previously served as President of AIG Multinational, where she was a member of the executive leadership team and responsible for the worldwide leadership and strategic direction of AIG’s multinational business operating in >200 territories. Prior to joining AIG in 2012, Ms. Barton served as Senior Vice President of Underwriting and Reinsurance at FM Global, a large specialty property insurance company, where she held global leadership responsibility for all underwriting and reinsurance activities across a multi-billion dollar portfolio. In 2019, Ms. Barton founded Strategem LLC, providing consultation services for insurance organizations as well as executive coaching. Ms. Barton brings to the Board deep experience across global property and energy insurance, risk management, and multinational business.
Director Nominees
| | Shannon A. Brown became a director of the Company in 2022. |
Director Nominees
In November 2022, after a long and distinguished career, Mr. Brown retired from his position as Senior Vice President, Eastern Division U.S. Operations and Chief Diversity Officer at FedEx Corporation, the world’s largest express transportation company. From 2008 to 2018, Mr. Brown served as Senior Vice President and Chief Human Resources & Diversity Officer of FedEx; and prior to that, he held a series of leadership positions at FedEx. Since 2016, Mr. Brown has served on the board of Cadance Bank (NYSE: CADE). He is lauded as a business trailblazer and one of the most iconic executives in the company’s 50-year history. Mr. Brown brings extensive operational and human resources expertise to the Board.
Director Nominees
| | Scott P. Callahan became a director of the Company in 2013. |
Director Nominees
Mr. Callahan has more than thirty years’ experience in the property and casualty reinsurance industry. Mr. Callahan currently serves as President and Managing Member of SPC Global RE Advisors, LLC, a consulting firm specializing in reinsurance matters, a position he has held since 2013. From 2002 to 2011, Mr. Callahan served as Executive Vice President of Everest Reinsurance Holdings, Inc. and Everest Reinsurance Company. Mr. Callahan also served as a director of Everest Reinsurance Company from 2001 to 2011, a director of Everest International Reinsurance, Ltd. from 2003 to 2007, and director of Everest Reinsurance (Bermuda), Ltd. from 2001 to 2007. Mr. Callahan’s broad knowledge of the reinsurance industry allows him to provide valuable perspective to the Board, particularly on matters related to the Company’s reinsurance program.
Director Nominees
| | Kimberly D. Campos became a director of the Company in 2017. |
Director Nominees
Ms. Campos joined the Company in 2007 and became Chief Administrative Officer in June 2015 and Chief Information Officer in February 2015. Prior to assuming these roles, Ms. Campos spent eight years in the Company’s internal audit department, serving as both IT Manager and then IT Audit Director. She managed IT general controls reviews and new application deployment and performed ongoing security and risk awareness training to improve operational efficiencies and address ongoing compliance with regulatory requirements. Ms. Campos brings to the Board significant experience in information technology, risk management, regulatory compliance and operational efficiency practices.
Director Nominees
| | Stephen J. Donaghy became a director of the Company in |
Director Nominees
2020. Mr. Donaghy became Chief Executive Officer of the Company in 2019 and was previously the Chief Operating Officer of the Company from 2016 until his appointment as Chief Executive Officer. He also served as our Secretary from 2013 to 2019, Chief Marketing Officer from 2015 to 2016, Chief Administrative Officer from 2013 to 2015, Chief Information Officer from 2009 to 2015 and Executive Vice President since 2006. Before joining the Company, Mr. Donaghy held various executive positions at JM Family Enterprises, a private company, including Vice President of Strategic Initiatives, Vice President of Sales and Marketing and Senior Information Officer. As our Chief Executive Officer, Mr. Donaghy provides substantial insight on the Board regarding the operations of the Company.
Director Nominees
| | Sean P. Downes became Executive Chairman in 2019. |
Director Nominees
Prior to being the Executive Chairman, Mr. Downes was Chairman of the Board of Directors and Chief Executive Officer of the Company from 2013 to 2019. Mr. Downes also served as President of the Company from 2013 to 2016. Prior to becoming President and Chief Executive Officer, Mr. Downes served as Senior Vice President and Chief Operating Officer of the Company since 2005 and Chief Operating Officer of UPCIC, a wholly-owned subsidiary of the Company, since 2003. Mr. Downes has served as a director of the Company since 2005 and as a director of UPCIC since 2003. Prior to joining UPCIC, Mr. Downes was Chief Operating Officer of Alder Adjusting Corporation (formerly Universal Adjusting Corporation), a wholly-owned subsidiary of the Company, from 1999 to 2003. As an experienced financial and operational leader within the insurance industry, Mr. Downes brings to the Board a broad understanding of the strategic priorities and operational demands facing the Company.
Director Nominees
| | Marlene M. Gordon became a director of the Company in |
Director Nominees
2020 and has more than 25 years of experience serving as legal counsel within the consumables and service industries and championing women’s leadership in the workplace. Mrs. Gordon has served as Senior Vice President and Chief Legal Officer and Corporate Secretary for Panera Brands, Inc., one of the world’s largest fast-casual food service restaurant platforms, comprised of Panera Bread®, Caribou Coffee® and Einstein Bros.® Bagels, since 2022. Mrs. Gordon previously served as Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary for Del Monte Fresh Produce Company, a global producer, marketer and distributor of fruit and vegetable products, from 2020 to 2022, and she previously served as Chief Legal, Compliance & Communications Officer and Corporate Secretary at Del Monte from 2018 to 2022. Prior experience includes approximately six years at Bacardi U.S.A., Inc., a spirits company, where she served most recently as Vice President, General Counsel for North America, in addition to serving as the Global Chair for Bacardi’s Women-In-Leadership Program, an initiative that was founded with the mission of unleashing the potential of current and future female leaders at Bacardi to drive sustainable top and bottom line business growth. Prior to Bacardi, Mrs. Gordon spent 14 years at Burger King Corporation, serving most recently as Vice President, Assistant General Counsel, in addition to serving as chair of the company’s Women’s Leadership Forum. Mrs. Gordon brings to the Board substantial leadership experience along with compliance and corporate governance expertise.
Director Nominees
| | Francis X. McCahill, III became a director of the Company in |
Director Nominees
2021. Mr. McCahill began his insurance career in 1972 with the Wall Street brokerage firm Frank B. Hall serving as junior account executive in the marine insurance department. He went on to manage the worldwide corporate risk management departments of three Fortune 500, multi-national corporations: Bristol Myers-Squibb, Norton Simon, Inc., and Harris Corporation. In 1989, he joined Johnson & Higgins, Inc. as a Vice President. From there he founded Cypress Underwriters, a regional property & casualty managing general agency. Ultimately, Mr. McCahill was a founder, President and CEO of Homeowners Choice, Inc. a Florida homeowners insurance company. Mr. McCahill’s broad knowledge of the homeowners insurance industry and of risk management allows him to provide valuable perspectives to the Board.
Director Nominees
| | Richard D. Peterson became a director of the Company in |
Director Nominees
2014. Mr. Peterson has over 20 years of experience in the areas of executive management, finance and accounting. Since 2022, Mr. Peterson has served as Chief Financial Officer of Turn Biotechnologies, Inc., a private biotechnology company. From 2021-2022, Mr. Peterson served as Chief Financial Officer of Clarus Therapeutics, a specialty pharmaceutical company. Mr. Peterson previously served as the Chief Financial Officer of various biotech companies from 2015 to 2020, including the publicly traded Botanix Pharmaceuticals, Sienna Biopharmaceuticals, Inc. and Novan, Inc. Mr. Peterson served in various executive roles at Medicis Pharmaceutical Corporation, a New York Stock Exchange (“NYSE”) listed company, from 1995 to 2012, including as Executive Vice President, Chief Financial Officer and Treasurer from 2008 to 2012. Mr. Peterson has an understanding of corporate governance matters and experience with financial reporting and executive leadership that make him a valued member of our Board.
Director Nominees
| | Michael A. Pietrangelo became a director of the Company |
Director Nominees
in 2010. Since 1998, Mr. Pietrangelo has practiced law and has been of counsel to the firm of Pietrangelo Smith, PLC. Mr. Pietrangelo is admitted to the bars of the states of New York and Tennessee and the District of Columbia. He served on the board of directors of MRI Interventions Inc., a publicly traded research and development company, from 2010 to 2014. More recently, through 2020, Mr. Pietrangelo served as the President and Managing Director of The Theraplex Company, LLC, a privately held skin care company. He brings valuable experience to the Board in corporate governance, legal and financial matters as a result of his positions as a lawyer, executive and director of privately held and public companies, as well as nonprofit organizations.
Director Nominees
| | Ozzie A. Schindler became a director of the Company in |
Director Nominees
2007. Mr. Schindler has been a shareholder with the law firm of Greenberg Traurig, LLP since 2005, specializing in all aspects of international tax planning. He is admitted to both the Florida and New York state bars. Mr. Schindler provides strong regulatory, accounting, financial, risk analysis, internal audit, compliance, corporate governance and administrative skills and experience to the Board.
Director Nominees
| | Jon W. Springer became a director of the Company in 2013 |
Director Nominees
and was an executive with the Company from 2006 until his retirement in 2021. Mr. Springer served as President and Chief Risk Officer of the Company from 2016 until 2021. Prior to taking on such role, he served as an Executive Vice President and Chief Operating Officer of the Company since 2013. Mr. Springer was an Executive Vice President of Evolution Risk Advisors, Inc. (formerly Universal Risk Advisors, Inc.), a wholly-owned subsidiary of the Company, from 2006 through 2008, and an Executive Vice President of Blue Atlantic Reinsurance Corporation (“Blue Atlantic”), a wholly-owned subsidiary of the Company, from 2008 to 2013. Before joining Evolution Risk Advisors, Inc. in 2006, Mr. Springer was an Executive Vice President of Willis Re, Inc. and was responsible for managing property and casualty operations in its Minneapolis office. Mr. Springer brings to the Board extensive experience in the property and casualty insurance industry, including with respect to reinsurance arrangements.
Personal and professional attributes and skills of the nominees
Personal and professional attributes and skills of the nominees Our nominees have executive experience and skills that are aligned with our business and strategy as follows:
Out of 12 board nominees
Out of 12 board nominees
Corporate Governance Framework
Corporate Governance Framework The Board’s leadership structure is designed so that authority and responsibility are effectively allocated between the Board and management. In addition to our strong corporate governance practices and the key oversight roles of our lead independent director and committee chairs, each as described below, all directors share equally in their responsibilities as members of the Board and take seriously the charge of leading the Company on behalf of our shareholders. Our corporate governance framework reflects our commitment to independence, corporate responsibility and accomplishing our financial goals through responsible development and execution of corporate strategy. Our governance framework enables independent and skilled directors to provide oversight, advice and counsel to promote the interests of the Company and our shareholders. Our governance framework is established and evidenced by our Corporate Governance Guidelines (“Governance Guidelines”), Code of Business Conduct and Ethics (“Code of Conduct”), Whistleblower Policy (“Whistleblower Policy”), our enterprise risk management program and our commitment to transparent financial reporting. Our Governance Guidelines, Code of Conduct, Whistleblower Policy and the charters of each Board committee are available at www.universalinsuranceholdings.com. The Board, along with management, regularly reviews our policies, procedures, charters, and practices in order to provide appropriate standards of corporate governance.
Governance Highlights
Governance Highlights The following chart highlights our corporate governance practices and principles.
Governance Highlights
| Board Independence | • | Nine of our 12 director nominees are independent. | | | • | Messrs. Downes and Donaghy and Ms. Campos are the members of management who serve as directors. | | Board Composition | • | The Nominating and Governance Committee regularly reviews Board performance, assesses gaps in skills or experience on the Board and periodically recommends new directors to add a fresh perspective to the Board while maintaining continuity and valuable historic knowledge. | | Lead Independent Director | • | Our independent directors appoint our lead independent director. | | | • | Our lead independent director chairs regularly-scheduled executive sessions at which our independent directors discuss matters without management present, including management’s performance, succession planning and Board effectiveness. | | Board Committees | • | We have five Board committees: Audit Committee, Compensation Committee, Nominating and Governance Committee, Investment Committee and Risk Committee. | | | • | Our Audit Committee, Compensation Committee and Nominating and Governance Committee are each comprised exclusively of independent directors. | | | • | Chairs of the Board committees shape the agenda and information presented to their committees. | | Board Oversight of Risk Management | • | The Board seeks to facilitate the identification and appropriate management of material risks, and the Board and its committees regularly review material operational, financial, compensation, environmental and social risks and compliance risks with senior management. | | Accountability | • | Our directors are elected annually. | | | • | When circumstances warrant, we engage with our largest shareholders, and we have established a mechanism to allow shareholders to communicate any concerns anonymously to our independent directors. | | Open Communications | • | Our committees report to the Board regularly. | | | • | The Board promotes open and frank discussions with management. | | | • | Our directors have free access to members of management and other employees and are authorized to hire outside consultants or experts at the Company’s expense. |
Governance Highlights
| Director Education | • | The Board focuses on continuing director education for all directors and Board orientation for new directors. | | Self-Evaluations | • | The Board and each committee conduct annual evaluations of their performance. | | Succession Planning | • | Senior management succession planning is a top Board priority. The Board devotes significant attention to identifying and developing talented senior leaders. | | Director Stock Ownership | • | Within five years of joining the Board, each non-employee director is expected to own shares of our common stock having a value of at least three times the annual cash retainer. The Executive Chairman and Chief Executive Officer are each expected to own shares of our common stock having a value of at least three times their respective annual base salaries. | | Clawback Policy; No Hedging or Pledging | • | We have a compensation clawback policy designed to mitigate risk in connection with executive compensation, that will be triggered by certain restatements of our financial statements in accordance with applicable SEC rules and NYSE listing standards. | | | • | Our directors, executive officers and senior accounting, finance and legal personnel may not hedge or short shares of our common stock, engage in options trading, trade on margin or pledge shares of our common stock as collateral for a loan or other indebtedness. |
Board and Committee Meetings
Board and Committee Meetings Meetings of the Board are held regularly each quarter and as may otherwise be required. The Board held 4 meetings during 2024. We encourage directors to attend the annual meeting of shareholders and expect that they will attend. All of our directors then in office were present at the 2024 Annual Meeting of Shareholders. In addition, all of our directors attended at least 75% of the meetings of the Board and the committees on which they served during 2024.
Board Leadership Structure
Board Leadership Structure The Board believes that it is important to retain flexibility in determining the best leadership structure for the Company as our needs may change over time. Currently, our Board leadership structure consists of a lead independent director, an Executive Chairman (who was our former CEO), and strong committee chairs. The Board believes that our current structure provides necessary independent leadership and engagement while maintaining the benefit of having our former CEO chair regular Board meetings as important strategic and business matters are discussed. In addition, our Chief Executive Officer, who is the individual primarily responsible for management of our Company, is also an active and engaged member of our Board. The roles of Board Chairman and Chief Executive Officer may be filled by the same or different individuals, which provides the Board the flexibility to determine whether these roles should be combined or separated based on the Company’s circumstances and needs at any given time. In 2019, we separated the Chairman and Chief Executive Officer roles; Sean P. Downes assumed the role of Executive Chairman, and Stephen J. Donaghy was appointed as the Company’s Chief Executive Officer. The Board believes that our shareholders are best served at this time by having Mr. Downes continue his role as Executive Chairman of the Board, in view of his tenure and experience with the Company. As Executive Chairman, Mr. Downes continues to set agendas for, and to lead Board discussions of, strategic matters affecting our business at the time. Our Executive Chairman is appointed annually by all the directors. The Executive Chairman’s responsibilities, in addition to providing general leadership to the Board, include calling and presiding at Board and shareholder meetings and preparing meeting schedules, agendas and materials. Mr. Downes also works closely with Mr. Donaghy on significant corporate strategic matters and in day-to-day management of business operations as outlined below under “Role of Executive Chairman.” The Board believes that its programs for overseeing risk, as described under “The Board’s Role in Risk Oversight,” would be effective under a variety of leadership frameworks. Accordingly, the risk oversight function of the Board did not significantly impact its selection of the current leadership structure.
Role of Executive Chairman
Role of Executive Chairman We believe that the role of our Executive Chairman is critical to the Company and its performance. Relative to Florida homeowners insurance peers, the vast majority of which are private, Universal’s structure is far more complex and vertically integrated. In addition to running two homeowners’ insurance subsidiaries, Universal’s enterprise also includes a full-service claims adjusting operation, one of the largest captive property insurance law firms in Florida, a full-fledged reinsurance brokerage subsidiary and a digital insurance agency (including a direct-to-consumer sales platform). This unique structure serves to significantly enhance returns on equity, while also providing a meaningful buffer in challenging underwriting periods. While our CEO oversees the core homeowners insurance subsidiaries and has overall responsibility for the consolidated entity, our Executive Chairman oversees the aforementioned claims adjusting, legal and reinsurance brokerage subsidiaries, which are critical to Universal’s long-term success and ability to create sustainable, long-term value for shareholders. Our Executive Chairman specifically is well positioned to lead these areas, as he built Universal’s claims adjusting, legal and reinsurance brokerage departments from the ground up and was the visionary behind the Company’s vertically integrated structure. Additionally, his experience, unique skill set, industry relationships and Florida homeowners insurance market expertise are invaluable to the Company, as he has over 25 years of executive level experience in Universal’s core market and product segment. This partnership approach between our CEO and Executive Chairman has allowed Universal to thrive relative to Florida homeowners insurance peers both during challenging and successful periods for the industry, and it provides our CEO with additional time to effectively lead the overall organization and concentrate on strategic priorities. We firmly believe this partnership approach best serves both the interests of the Company and our shareholders.
Independence of Our Directors and Director Nominee
Independence of Our Directors and Director Nominee NYSE rules require that at least a majority of our directors be independent of the Company and management. The Board has determined that each of our directors, other than Messrs. Downes and Donaghy and Ms. Campos, is an “independent director,” as such term is defined by NYSE rules.
Director Compensation
Director Compensation Each independent director currently receives an annual cash retainer of $85,000. In light of the workload and broad responsibilities of their positions, the chairs of our Compensation Committee, Investment Committee, Nominating and Governance Committee and Risk Committee each receive an additional annual cash retainer of $15,000, while the chair of our Audit Committee and our Lead Independent Director each receive an additional cash retainer of $20,000. In addition, the Company maintains a non-employee director compensation policy pursuant to which, on the date of each annual meeting of shareholders, each continuing non-employee director is to be granted shares of restricted stock or restricted stock units with a grant date fair market value of $65,000. In 2024, Messrs. Downes and Donaghy and Ms. Campos were employees of the Company and did not receive additional compensation for their Board service.
Director Summary Compensation Table
| Name | Fees Paid in Cash | Stock Awards (1) | All Other Compensation | Total | | Carol G. Barton (2) | $46,750 | $— | $— | $46,750 | | Shannon A. Brown | $85,000 | $65,002 | $— | $150,002 | | Scott P. Callahan | $100,000 | $65,002 | $— | $165,002 | | Marlene M. Gordon | $85,000 | $65,002 | $— | $150,002 | | Francis X. McCahill, III | $85,000 | $65,002 | $— | $150,002 | | Richard D. Peterson | $105,000 | $65,002 | $— | $170,002 | | Michael A. Pietrangelo | $120,000 | $65,002 | $— | $185,002 | | Ozzie A. Schindler | $100,000 | $65,002 | $— | $165,002 | | Jon W. Springer | $100,000 | $65,002 | $41,270(3) | $206,272 | | Joel M. Wilentz, M.D. (4) | $42,500 | $— | $— | $42,500 |
Compensation Philosophy and Key Considerations in Setting Compensation
| • | drive long-term, sustainable value creation for shareholders; |
Compensation Philosophy and Key Considerations in Setting Compensation
| • | balance both short- and long-term focus; |
Compensation Philosophy and Key Considerations in Setting Compensation
| • | the terms of applicable employment agreements with the Named Executive Officers; and |
Compensation Philosophy and Key Considerations in Setting Compensation
| • | the advice of outside legal counsel and information provided by the Compensation Committee’s independent compensation consultant. |
Executive Compensation Governance Best Practices
| What We Do | What We Don’t Do | | ✓ Emphasize at-risk pay and pay for performance | × Significant perquisites | | ✓ Maintain a clawback policy applicable to all NEOs | × Supplemental pension or retirement plans for our NEOs | | ✓ Engage an independent compensation consultant | × Hedging or pledging of Company shares by executives | | ✓ Perform annual risk assessments of compensation programs | × Current dividends paid on unearned or unvested equity awards | | ✓ Provide at least 50% of long-term incentive awards as performance-based | × Single-trigger cash payments or tax gross-ups upon a change in control | | ✓ Maintain stock ownership guidelines for our non-employee directors, CEO and Executive Chairman | × Repricing or exchange of underwater stock options without stockholder approval |
Annual Cash Incentive Award
Annual Cash Incentive Award For 2024, each of our NEOs was each eligible to receive an annual cash incentive award based on achievement with respect to three performance metrics – net operating ratio, gross premiums written (“GPW”), and a qualitative assessment of job performance – each weighted and defined as set forth below. In an effort to promote close alignment with stockholder interests, cash incentive award payouts are capped at the “target” level, unless the Company’s stock price performance for the year ranks in the top third of the Russell 3000. The Compensation Committee believes that net operating ratio and gross premiums written growth effectively incentivize overall performance, as they balance profitability and top-line growth.
Annual Cash Incentive Award
| 2024 Cash Incentive Award Performance Metrics | | | | | | Weighting | Performance Metric | Threshold | Target | Max | | 50% | Net operating ratio* | 100% | 95% | 90% | | 30% | GPW** growth | 3.5% | 7% | 15% | | 20% | Qualitative | Qualitative | | |
Annual Cash Incentive Award
| * Net operating ratio’s numerator is calculated as the sum of losses & loss adjustment expense, policy acquisition costs and other operating expenses, less net investment income, commission revenue, policy fees and other revenues, while the denominator reflects net premiums earned. |
Annual Cash Incentive Award
| ** GPW reflects gross premiums written. |
Annual Cash Incentive Award
| 2024 NEO Cash Incentive Targets | | | NEO | Target | | Stephen J. Donaghy | 150% of base salary | | Sean P. Downes | 100% of base salary | | Frank C. Wilcox | $350,000 | | Kimberly D. Campos | $125,000 |
Annual Cash Incentive Award
| 2024 NEO Cash Incentive Payout Opportunity | | | | | NEO | Threshold (as a % of Target) | Target | Max (as a % of Target) | | Stephen J. Donaghy | 50% | 100% | 200% | | Sean P. Downes | 50% | 100% | 200% | | Frank C. Wilcox | 75% | 100% | 125% | | Kimberly D. Campos | 75% | 100% | 125% |
Annual Cash Incentive Award
In 2024, the net operating ratio for the year was 94.0%. As a result, this component of the annual cash incentive award paid out modestly above the target level. The Company’s gross premiums written growth was 7.7% in 2024, which was slightly above the target level of 7%. The Company’s stock price performance in 2024 was in the top third of the Russell 3000. With respect to the qualitative criteria of the annual cash incentive award, the Compensation Committee determined that Messrs. Donaghy and Wilcox and Ms. Campos fully met the Compensation Committee’s expectations and determined this component of their annual cash incentive to be achieved at target level. The Compensation Committee considered several factors, including each executive’s strong leadership in a challenging Florida homeowners insurance environment, strong execution of Universal’s underwriting, marketing and finance departments and successful placement of Universal’s 2024-2025 catastrophe reinsurance program. In particular, the Compensation Committee determined that Mr. Downes’ performance meaningfully exceeded their expectations, and determined this component of his annual cash incentive award to be achieved at the maximum level. The Compensation Committee considered several factors, including Mr. Downes’ instrumental leadership role in managing the claims response across three separate hurricanes (Debby, Helene and Milton) in fiscal 2024, a very active hurricane season by any measure. In total, Mr. Downes led Universal’s response to over 38,000 claims associated with these 2024 storms. Additionally, Mr. Downes played a key role in restructuring the subrogation department in 2024, improving its efficiency and ability to evaluate and investigate claims eligible for subrogation recoveries, leading to improved settlement amounts per claim. Finally, under Mr. Downes’ leadership of the claims and litigation departments, in 2024 Universal experienced a 27% year-over-year reduction in incoming lawsuits and a 31% reduction in active lawsuit inventory. As a result of this strong fiscal 2024 performance, the annual cash incentive award paid out at 117.9% of target level overall across the four NEOs. Individual payouts are set forth below.
Annual Cash Incentive Award
| 2024 NEO Cash Incentive Award Payouts | | | | | NEO | Target | Payout | Payout % | | Stephen J. Donaghy | $1,500,000 | $1,689,910 | 112.7% | | Sean P. Downes | $1,000,000 | $1,326,606 | 132.7% | | Frank C. Wilcox | $350,000 | $361,078 | 103.2% | | Kimberly D. Campos | $125,000 | $128,957 | 103.2% |
Equity Incentive Compensation
Equity Incentive Compensation In general, the Company uses equity awards to align executives’ interests with shareholders’ interests, to focus executives on delivering long-term value to shareholders and to retain executives. Restricted stock units (“RSUs”) are generally settled in common stock upon vesting (but may be cash settled to the extent that such is determined appropriate in the Compensation Committee’s discretion) and are subject to time-based vesting requirements. Performance stock units (“PSUs”) are also generally settled in common stock upon vesting (but may be cash settled to the extent that such is determined appropriate in the Compensation Committee’s discretion) and are subject to both time-based and performance-based vesting requirements. Dividend equivalents are accrued on both RSUs and PSUs and are paid out in cash at the time, and to the extent, that the underlying award vests and shares are delivered to the executive in settlement of the award. In 2024, each of the Named Executive Officers received an annual equity grant comprised 50% of RSUs and 50% of PSUs. Mr. Donaghy received $875,000 in RSUs and $875,000 in PSUs; Mr. Downes received $500,000 in RSUs and $500,000 in PSUs, Mr. Wilcox received $150,000 in RSUs and $150,000 in PSUs and Ms. Campos received $75,000 in RSUs and $75,000 in PSUs. The RSUs vest ratably over a three-year period. The PSUs will vest following the conclusion of a three-year performance period that runs through the end of fiscal 2026, but only to the extent that the performance criteria in the table below are met, with no vesting for performance below threshold. The Compensation Committee believes that adjusted book value per share growth is a metric that effectively measures long-term performance, as it reflects both underlying profitability and balance sheet strength.
Equity Incentive Compensation
| 2024 PSU Equity Vesting Criteria | | | | | Criteria | Threshold | Target | Max | | 3-year adjusted* book value per share growth | 5% | 10% - 25% | 50% |
Equity Incentive Compensation
| * Excludes cumulative dividends declared for target level achievement and below and accumulated other comprehensive income. |
Equity Incentive Compensation
In establishing the book value per share growth performance targets for the 2024 PSUs, the Compensation Committee approved a performance range of results that would result in a “target” payout, requiring significant stretch performance in order to achieve above-target results on the awards.
Equity Incentive Compensation
| 2024 Three-Year PSU Payout Opportunity | | | | | NEO | Threshold (as a % of Target) | Target | Max (as a % of Target) | | Stephen J. Donaghy | 50% | 100% | 200% | | Sean P. Downes | 50% | 100% | 200% | | Frank C. Wilcox | 75% | 100% | 125% | | Kimberly D. Campos | 75% | 100% | 125% |
2022 PSU Payout
2022 PSU Payout On February 21, 2025, following the completion of the three-year performance period on December 31, 2024, the Compensation Committee certified final achievement with respect to the 2022 PSUs granted to Messrs. Donaghy and Downes. For the three-year performance period, the Company achieved three-year adjusted book value per share growth of 15.7%, resulting in a payout of 138% of target level of units granted. The Compensation Committee settled up to the target number of units granted in shares of our common stock, with the excess settled in cash based on the closing price per share on February 20, 2025.
Equity Grant Practices
Equity Grant Practices The Compensation Committee generally grants annual equity awards to the Company’s executive officers at its meeting in the first quarter of each year. Additionally, awards to non-executive employees are typically presented to the Compensation Committee and granted in the fourth quarter of each year. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee determines it is in the Company’s best interest, the Compensation Committee may approve grants to be effective at other times. The Company may change its equity grant practices in the future. The Company did not grant any stock options or stock appreciation rights in 2024. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Compensation Risk Assessment
| • | a significant portion of total compensation is linked to the Company’s long-term performance, which encourages the creation of shareholder value and achievement of key operational and business development goals; and |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth the compensation paid to or earned by the Named Executive Officers during each of the last three years.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Options Awards | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total | | Stephen J. Donaghy, Chief Executive Officer and Director | 2024 | $1,000,000 | — | $1,750,008 | — | $1,689,910 | $69,526 | $4,509,444 | | | 2023 | $1,000,000 | — | $1,750,002 | — | $1,467,418 | $70,534 | $4,287,954 | | | 2022 | $1,000,000 | — | $750,002 | $307,827 | $750,000 | $770,564 | $3,578,393 | | Sean P. Downes, Executive Chairman | 2024 | $1,000,000 | — | $1,000,000 | — | $1,326,606 | $95,167 | $3,421,773 | | | 2023 | $1,000,000 | — | $999,990 | — | $978,278 | $464,831 | $3,443,099 | | | 2022 | $1,000,000 | — | $999,994 | $511,222 | $500,000 | $74,984 | $3,086,200 | | Frank C. Wilcox, Chief Financial Officer | 2024 | $596,154 | — | $300,020 | — | $361,078 | $56,896 | $1,314,148 | | | 2023 | $500,000 | $300,000 | — | — | — | $60,035 | $860,035 | | | 2022 | $500,000 | $300,000 | $95,800 | — | — | $48,864 | $944,664 | | Kimberly D. Campos, Chief Admin. Officer, Chief Information Officer and Director | 2024 | $373,654 | — | $150,010 | — | $128,957 | $26,073 | $678,694 | | | 2023 | $340,000 | $100,000 | — | — | — | $74,611 | $514,611 | | | 2022 | $315,000 | $100,000 | $47,900 | — | — | $27,294 | $490,194 |
2024 Summary Compensation Table
| (1) The amounts reported in this column represent the aggregate grant date fair value of the PSUs and RSUs granted to the NEOs (see the “2024 Grants of Plan-Based Awards” table below for further details regarding the PSUs and RSUs granted in 2024). Grant date fair value is computed in accordance with FASB ASC Topic 718 without regard to forfeitures related to service-based vesting conditions. PSUs are reflected based on the probable outcome of the performance conditions at grant. For awards granted in 2024, assuming the maximum potential payouts, the amounts attributable to the PSUs in this column would be $1,750,008 for Mr. Donaghy, $1,000,000 for Mr. Downes, $187,513 for Mr. Wilcox and $93,756 for Ms. Campos. For additional information on the assumptions used in our equity award valuations, see Note 9 to our Financial Statements in our 2024 Annual Report filed with the SEC on February 28, 2025. |
2024 Summary Compensation Table
| (2) For further details regarding all other compensation contained in this column, see the “2024 All Other Compensation Table” below. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the Named Executive Officers during the year ended December 31, 2024.
2024 Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) (2) | Maximum (#) | | | | Stephen J. Donaghy | — | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | | | 3/27/2024 | — | — | — | 21,897 | 43,794 | 87,588 | — | 875,004 | | | 3/27/2024 | — | — | — | — | — | — | 43,794 | 875,004 | | Sean P. Downes | — | 500,000 | 1,000,000 | 2,000,000 | | — | | — | — | | | 3/27/2024 | — | — | — | 12,513 | 25,025 | 50,050 | — | 500,000 | | | 3/27/2024 | — | — | — | — | — | — | 25,025 | 500,000 | | Frank C. Wilcox | — | 262,500 | 350,000 | 437,500 | — | — | — | — | — | | | 3/27/2024 | — | — | — | 5,631 | 7,508 | 9,385 | — | 150,010 | | | 3/27/2024 | — | — | — | — | — | — | 7,508 | 150,010 | | Kimberly D. Campos | — | 93,750 | 125,000 | 156,250 | — | — | — | — | — | | | 3/27/2024 | — | — | — | 2,816 | 3,754 | 4,693 | — | 75,005 | | | 3/27/2024 | — | — | — | — | — | — | 3,754 | 75,005 |
2024 Grants of Plan-Based Awards
| (1) Columns represent the threshold, target, and maximum annual cash incentive award payout for the January 1, 2024 - December 31, 2024 performance period. The actual 2024 annual cash incentive payouts were made in February 2025. and are reported in the “Non-Equity Incentive Plan Compensation” column in the “2024 Summary Compensation Table.” |
2024 Grants of Plan-Based Awards
| (2) These PSUs vest based upon the level of achievement with respect to pre-established company performance objectives over a three-year performance period, with 50% vesting for threshold performance, 100% vesting for target performance and 200% vesting for maximum performance for Messrs. Donaghy and Downes and, with 75% vesting for threshold performance, 100% vesting for target performance and 125% vesting for maximum performance for Mr. Wilcox and Ms. Campos. See note (1) of the “2024 Summary Compensation Table” for additional information about these awards. |
2024 Grants of Plan-Based Awards
| (3) These RSUs vest ratably on March 27 of each of 2025, 2026 and 2027. |
2024 Grants of Plan-Based Awards
| (4) Amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions. See note (1) of the “2024 Summary Compensation Table” above for a discussion of the relevant assumptions used in calculating these amounts. |
2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding unexercised options, and unvested RSUs and PSUs held by the Named Executive Officers as of December 31, 2024.
2024 Outstanding Equity Awards at Fiscal Year-End
| | Options Awards | | | | | Stock Awards | | | | Name | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Stephen J. Donaghy | 286,046 | — | 16.92 | 4/7/2030 | — | — | — | — | | | 375,294 | — | 14.75 | 3/1/2031 | — | — | — | — | | | 166,667 | 83,333(2) | 11.80 | 3/2/2032 | — | — | — | — | | | — | — | — | — | 84,885(3) | 1,787,678 | — | — | | | — | — | — | — | — | — | 95,838(4) | 2,018,348 | | | — | — | — | — | — | — | 87,588(5) | 1,844,603 | | | — | — | — | — | 31,946(6) | 672,783 | — | — | | | — | — | — | — | 43,794(7) | 922,302 | — | — | | Sean P. Downes | 66,666 | — | 19.52 | 2/28/2026 | — | — | — | — | | | 150,000 | — | 19.52 | 2/28/2026 | — | — | — | — | | | 433,334 | — | 27.20 | 1/20/2027 | — | — | — | — | | | 100,991 | — | 31.64 | 3/14/2029 | — | — | — | — | | | 221,294 | — | 18.23 | 4/30/2030 | — | — | — | — | | | 166,667 | 83,333(8) | 13.19 | 4/7/2032 | — | — | — | — | | | — | — | — | — | 56,589(3) | 1,191,764 | | | | | — | — | — | — | — | — | 54,764(4) | 1,153,330 | | | — | — | — | — | — | — | 50,050(5) | 1,054,053 | | | — | — | — | — | 18,254(6) | 384,429 | — | — | | | — | — | — | — | 25,025(7) | 527,027 | — | — | | Frank C. Wilcox | 25,000 | — | 31.64 | 3/14/2029 | — | — | — | — | | | 104,138 | — | 18.23 | 4/30/2030 | — | — | — | — | | | — | — | — | — | — | — | 9,385(5) | 197,648 | | | — | — | — | — | 7,508(7) | 158,118 | — | — | | | — | — | — | — | 3,333(9) | 70,193 | — | — | | Kimberly D. Campos | — | — | — | — | — | — | 4,693(5) | 98,835 | | | — | — | — | — | 3,754(7) | 79,059 | — | — | | | — | — | — | — | 1,666(9) | 35,086 | — | — |
2024 Outstanding Equity Awards at Fiscal Year-End
| (1) Calculated based on closing stock price of $21.06 on December 31, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (2) The options held by Mr. Donaghy with an exercise price of $11.80 vested on March 2, 2025. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (3) The 2022 PSUs granted to Messrs. Donaghy and Downes on June 14, 2022 are shown at the final certified performance for these awards. In February 2025, the Compensation Committee certified the Company’s performance relative to the three-year performance goal (2022-2024) established for this award and approved a payout equal to 138% of the target number of shares awarded. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (4) The 2023 PSUs granted to Messrs. Donaghy and Downes on March 30, 2023 are earned based upon the level of achievement with respect to pre-established company performance objectives over a three-year performance period, with 50% of performance shares vesting for threshold performance, 100% vesting for target performance and 200% vesting for maximum performance. The values above reflect maximum performance, pursuant to SEC requirements. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (5) The 2024 PSUs granted to the Named Executive Officers on March 27, 2024 are earned based upon the level of achievement with respect to pre-established company performance objectives over a three-year performance period, with 50% vesting for threshold performance, 100% vesting for target performance and 200% vesting for maximum performance for Messrs. Donaghy and Downes and with 75% vesting for threshold performance, 100% vesting for target performance and 125% vesting for maximum performance for Mr. Wilcox and Ms. Campos. The values above reflect maximum performance pursuant to SEC requirements. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (6) The RSUs granted to Messrs. Donaghy and Downes on March 30, 2023 are subject to time-based vesting conditions, and ratably vest on March 30 of each of 2025 and 2026. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (7) The RSUs granted to the Named Executive Officers on March 27, 2024 are subject to time-based vesting conditions, and ratably vest on March 27 of each of 2025, 2026 and 2027. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (8) The options held by Mr. Downes with an exercise price of $13.19 vested on April 7, 2025. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (9) The RSUs held by Mr. Wilcox and Ms. Campos are subject to time-based vesting conditions and vest on December 16, 2025. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding stock awards held by the Named Executive Officers that vested during the year ended December 31, 2024. The amounts shown reflect the number of units vesting multiplied by the closing price per share on the applicable vesting date. No Named Executive Officers exercised any stock options during 2024.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Stephen J. Donaghy (1) | 15,973 | $317,703 | | Sean P. Downes (2) | 22,800 | $470,445 | | Frank C. Wilcox (3) | 6,666 | $140,853 | | Kimberly D. Campos (3) | 3,333 | $70,426 |
Option Exercises and Stock Vested
| (1) With respect to Mr. Donaghy, these RSUs were cash settled based on the closing market price per share of $19.89 on April 1, 2024. |
Option Exercises and Stock Vested
| (2) With respect to Mr. Downes, 9,128 RSUs were cash settled based on the closing market price per share of $19.89 on April 1, 2024 and 13,672 RSUs were settled in stock based on the closing market price per share of $21.13 on December 16, 2024. |
Option Exercises and Stock Vested
| (3) With respect to Mr. Wilcox and Ms. Campos, these RSUs were settled in stock based on the closing market price per share of $21.13 on December 16, 2024 and December 17, 2024. |
Employment Agreements and Potential Payments Upon Termination or Change in Control
Employment Agreements and Potential Payments Upon Termination or Change in Control The following summaries describe the material terms of each NEO’s employment agreement, as well as the terms of equity award agreements that are material to the treatment of the awards upon termination or a change in control in effect in 2024.
2024 Potential Payments Upon Termination or Change in Control Table(1)
2024 Potential Payments Upon Termination or Change in Control Table(1) The following table presents the potential payments to which our NEOs would have been entitled assuming a termination or change in control had occurred as of December 31, 2024.
2024 Potential Payments Upon Termination or Change in Control Table(1)
| Name | Benefit (1) | Termination Without Cause or for Good Reason (2) | Upon Change in Control (3) | Upon Death (4) | Upon Disability (4) | Upon Retirement (7) | | Stephen J. Donaghy | Base Salary | $1,000,000 | $2,000,000 | — | — | — | | | Annual Incentive Award | $1,689,910 | $2,934,836 | $1,689,910 | $1,689,910 | — | | | Equity Compensation(5) | $5,593,963 | $5,593,963 | $5,593,963 | $5,593,963 | $4,822,299 | | | COBRA Payments | $39,385(6) | — | — | — | — | | Sean P. Downes | Base Salary | $1,000,000 | $2,000,000 | — | — | — | | | Annual Incentive Award | 1,326,606 | 1,956,556 | $1,326,606 | $1,326,606 | — | | | Equity Compensation(5) | $3,534,797 | $3,534,797 | $2,878,965 | $2,878,965 | — | | | COBRA Payments | $56,713(6) | — | — | — | — | | Frank C. Wilcox | Base Salary | $298,077 | $298,077 | — | — | — | | | Annual Incentive Award | $361,078 | $361,078 | — | — | — | | | Equity Compensation(5) | $386,429 | $386,429 | $316,236 | $316,236 | — | | | COBRA Payments | $16,126(6) | $16,126 | | | | | Kimberly D. Campos | Base Salary | $186,827 | $186,827 | — | — | — | | | Annual Incentive Award | $128,957 | $128,957 | — | — | — | | | Equity Compensation(5) | $193,204 | $193,204 | $158,118 | $158,118 | — | | | COBRA Payments | $14,077(6) | $14,077 | | | |
2024 Potential Payments Upon Termination or Change in Control Table(1)
| (1) If the payments and benefits to a Named Executive Officer under his or her respective employment agreement or another plan, arrangement or agreement would subject the Named Executive Officer to the excise tax imposed by Section 4999 of the Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, if such reduction would result in the Named Executive Officer receiving a higher net after-tax amount. The amounts reflected in this table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of their employment agreements. |
2024 Potential Payments Upon Termination or Change in Control Table(1)
| (2) For each of Messrs. Donaghy and Downes, the amounts in this column assume a termination of employment without “cause” or for “good reason” on December 31, 2024, and no prior change in control, and represent (i) a lump-sum cash amount equal to 12 months’ base salary and 12 months of COBRA coverage (which amounts are included separately), (ii) a pro rata portion of his annual cash incentive award for the year of termination, calculated on the basis of the Company’s actual performance for such year, each of (i) and (ii) subject to his execution of a general release of claims in favor of the Company, and (iii) the value of any stock options that would have vested had he been continuously employed through the end of the one-year period following the termination date, and the value of any unvested RSUs and PSUs, which will fully vest as of the termination date (the PSUs would vest at the target level). For Mr. Wilcox and Ms. Campos, the amounts in this column assume a termination of employment without “cause” on December 31, 2024, and no prior change in control, and represent (i) a lump-sum cash amount equal to 50% of his or her annual base salary and six months of COBRA coverage (which amounts are included separately), (ii) a pro rata portion of his or her annual cash incentive award for the year of termination, calculated on the basis of the Company’s actual performance for such year, each of (i) and (ii) subject to his execution of a general release of claims in favor of the Company, and (iii) the value of any unvested RSUs and PSUs, which will fully vest as of the termination date (the PSUs would vest at the target level). |
2024 Potential Payments Upon Termination or Change in Control Table(1)
| (3) For each of Messrs. Donaghy and Downes, the amounts in this column assume a termination of employment without “cause” or for “good reason” on December 31, 2024, upon or within 24 months after a change in control, and represent (i) two times his then-annual rate of base salary, (ii) two times any annual cash incentive paid for the calendar year prior to the change in control, each of (i) and (ii) subject to his execution of a general release of claims in favor of the Company, and (iii) the value of all of his unvested equity compensation (stock options RSUs and PSUs), which would immediately vest (the PSUs would vest at the target level) and/or become exercisable with options remaining exercisable for up to one year following termination. For Mr. Wilcox and Ms. Campos, the amounts in this column assume a termination of employment without “cause” on December 31, 2024, upon or within 24 months after a change in control, and represent the value of all of his or her unvested equity compensation (RSUs and PSUs), which would immediately vest (the PSUs would vest at the target level). In the event of a resignation for Good Reason, only Mr. Wilcox and Ms. Campos’ 2022 RSUs would vest. |
2024 Potential Payments Upon Termination or Change in Control Table(1)
| (4) The amounts in this column represent the annual cash incentive award and the value of unvested RSUs (for Mr. Wilcox and Ms. Campos, the unvested RSUs granted in 2024 only) and PSUs, which will fully vest (the PSUs would vest at the target level), and, for Messrs. Donaghy and Downes, the intrinsic value of unvested stock options that would have vested had Messrs. Donaghy and Downes been continuously employed through the end of the one-year period following the termination date, with the stock options remaining exercisable for up to one year following termination. All unvested stock options held by Messrs. Donaghy and Downes on December 31, 2024 are scheduled to vest within such one-year period. |
2024 Potential Payments Upon Termination or Change in Control Table(1)
| (5) Values reflect the “intrinsic value” as of December 31, 2024 (that is, the value based upon the last reported sales price of our common stock on the NYSE on December 31, 2024, the last trading day of fiscal 2024, of $21.06, and in the case of stock options, minus the exercise price) of equity awards that would become exercisable or vested in the event of a termination of employment and change-in-control assuming the awards are not assumed or substituted. For all outstanding equity awards owned by our Named Executive Officers as of December 31, 2024, see the 2024 Outstanding Equity Awards at Year-End table above. |
2024 Potential Payments Upon Termination or Change in Control Table(1)
| (6) Messrs. Donaghy and Downes are also entitled to up to 12 months of COBRA payments in the event of a termination of employment without cause or for good reason. Mr. Wilcox and Ms. Campos are also entitled to up to 6 months of COBRA payments in the event of a termination of employment without cause. |
2024 Potential Payments Upon Termination or Change in Control Table(1)
| (7) The amount in this column assumes a termination of employment due to the Named Executive Officer’s retirement on December 31, 2024 at age 59.5 or later with at least 15 years with the Company, and represents the value of unvested RSUs and PSUs, which will fully vest (the PSUs would vest at the target level). Only Mr. Donaghy was eligible for retirement on December 31, 2024. |
CEO Pay Ratio
CEO Pay Ratio For 2024:
CEO Pay Ratio
| • | the annual total compensation of the median compensated of all employees of our Company (other than our CEO) was $92,758; and |
CEO Pay Ratio
| • | the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $4,509,444. |
CEO Pay Ratio
Based on this information, for 2024, the ratio of the annual total compensation of Mr. Donaghy, our CEO, to the annual total compensation of the median compensated of all Company employees (other than Mr. Donaghy), calculated in a manner consistent with Item 402(u) of Regulation S-K, was 49 to 1. To identify the median employee, we reviewed our employee population as of December 31, 2024 and compensation for the period of January 1, 2024 through December 31, 2024 as reported to the Internal Revenue Service on Form W-2 in Box 1, which we determined reasonably reflects the compensation of our employees. Once we identified our median employee, we combined all of the elements of such employee’s compensation for the full 2024 year in accordance with the requirements of Item 402(c) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to use various methodologies and assumptions. As a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our NEOs and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement. “Compensation actually paid” does not represent the value of cash and shares of the company’s common stock received by NEOs during the year, but rather is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, “compensation actually paid” amounts below differ from compensation actually received by the individuals described in the “Compensation Discussion and Analysis” section of this Proxy Statement. Due to inadvertent calculation errors, dividend equivalents paid on stock awards were incorrectly added as a separate adjustment in the 2023 Pay versus Performance table in our 2024 Proxy Statement, which was unnecessary because the value of dividend equivalents paid on such awards were already included in the calculation of the fair value of such awards as of each a pplicabl e valuation date. The calculations have been corrected as shown below.
2024 Pay Versus Performance Table
2024 Pay Versus Performance Table
2024 Pay Versus Performance Table
| | | | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | | | Company TSR | Peer Group TSR | Net Income (Loss) | Net Operating Ratio | | | (1) | (2) | (1) | (2) | (3) | (3) | | (4) | | 2024 | $4,509,444 | $7,296,709 | $1,804,872 | $2,587,800 | $96.21 | $178.32 | $58,928,000 | 94.0% | | 2023 | $4,287,954 | $6,885,029 | $1,605,915 | $2,143,829 | $70.35 | $139.85 | $66,823,000 | 93.3% | | 2022 | $3,578,393 | $1,915,799 | $1,507,019 | $1,202,603 | $44.50 | $124.27 | $(22,257,000) | 100.7% | | 2021 | $3,540,457 | $3,217,916 | $723,930 | $547,174 | $66.88 | $119.69 | $20,407,000 | 97.4% | | 2020 | $3,322,914 | $2,672,083 | $2,196,691 | $1,215,000 | $56.51 | $97.21 | $19,105,000 | 104.2% |
2024 Pay Versus Performance Table
| (1) The CEO for each year reported was Stephen J. Donaghy. The NEOs other than the CEO (the “Other NEOs”), for each year reported are as follows: (i) for 2024, 2023 and 2022, Sean P. Downes (Executive Chairman), Frank C. Wilcox (CFO) and Kimberly D. Campos (CIO and CAO); and (ii) for 2021 and 2020, Sean P. Downes (Executive Chairman), Jon W. Springer (Chief Risk Officer), Frank C. Wilcox (CFO) and Kimberly D. Campos (CIO and CAO). |
2024 Pay Versus Performance Table
| (2) SEC rules require certain adjustments be made to the “2024 Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “2024 Pay Versus Performance Table” above. The following table outlines the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the Other NEOs): |
Relationship between “compensation actually paid” and performance measures
Relationship between “compensation actually paid” and performance measures As described in the “Compensation Discussion and Analysis” section of this Proxy Statement , we believe that the compensation provide d to the NEOs for 2024 is aligned with our pay-for-performance philosophy and o u r overall business performance, and that our executive compensation program reflects a variable philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid, Cumulative TSR and Peer Group TSR
Compensation Actually Paid, Cumulative TSR and Peer Group TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Operating Ratio
Compensation Actually Paid and Net Operating Ratio