DEF 14A of Hagerty, Inc.
Filed Apr 25, 2024 · FY20230001840776-24-000079
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| Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: |
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| ☐ | Preliminary Proxy Statement | | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☒ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Hagerty, Inc.
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| (Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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| Payment of Filing Fee (Check the appropriate box): |
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| ☒ | No fee required. | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| Dear Hagerty Stockholders, We are pleased to invite you to attend the Annual Meeting of Stockholders of Hagerty, Inc. to be held on Tuesday, June 4, 2024, at 11 a.m. (ET). The annual meeting will be conducted virtually via live webcast. To participate in this year's annual meeting of stockholders you can attend online and vote your shares electronically. Details regarding how to attend the meeting online, the business to be conducted at the meeting, and how to vote at the meeting are more fully described in the accompanying Notice of the 2024 Virtual Annual Meeting of Stockholders and 2024 Proxy Statement. On or about Thursday, April 25, 2024, we will mail a notice or proxy card to all stockholders entitled to vote at the annual meeting containing instructions on how to access our proxy materials and vote. All of our proxy materials will be available electronically. Stockholders who prefer a paper copy of the proxy materials may request this on or before May 21, 2024, by following the instructions provided in the notice we will send. Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to vote. You may vote by proxy over the internet, by telephone, or by mail following instructions on your notice or proxy card. Voting by proxy will ensure your representation at the annual meeting regardless of whether you attend. | | Onward and upward! | | | | McKeel Hagerty | | Chairman and CEO, Hagerty |
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| Notice of the 2024 Annual Meeting of Stockholders |
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| Date | Time | Place | | June 4, 2024 | 11:00 AM ET | Via Live Webcast |
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| The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Hagerty, Inc. ("we," "our," "us," “Hagerty,” or the “Company”) will be held on Tuesday, June 4, 2024 at 11:00 a.m. (ET) and will be conducted virtually via live webcast. To participate at this year’s Annual Meeting go to www.virtualshareholdermeeting.com/HGTY2024. You will be asked to provide your 16 digit control number found on your notice or proxy card. You will be able to listen to the Annual Meeting live and vote online. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement: |
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| 01 | to elect eight nominees identified in the accompanying proxy statement to serve as directors, as recommended by the Nominating and Governance Committee of the Board of Directors of Hagerty; | | 02 | to ratify the appointment of Deloitte & Touche LLP as Hagerty’s independent registered public accounting firm for the year ending December 31, 2024; and | | 03 | to transact other business as may properly come before the meeting or any adjournment of the meeting. |
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| Our Board of Directors has set April 5, 2024, as our record date for this year’s Annual Meeting. Only stockholders that owned our Class A Common Stock, Class V Common Stock, or Series A Preferred Stock at the close of business on that day are entitled to notice of our Annual Meeting and may vote at it or any adjournment of the meeting. On or about April 25, 2024, we expect to mail to our stockholders either a notice of internet availability of proxy materials (the "Notice") or, if you elected to receive them by mail, a proxy card with a printed copy of our proxy materials (the "Proxy Card"). The Notice provides instructions on how to vote and get our proxy materials electronically or have the proxy materials mailed to you. The Proxy Card provides instructions on how to vote by telephone, by mail, or by the internet either before or during the Annual Meeting. The proxy statement and our 2023 Annual Report on Form 10-K, filed with the SEC on March 12, 2024 (the "Annual Report") can be accessed directly on our investor relations website at investor.hagerty.com, or at www.ProxyVote.com, where you will need your 16 digit control number found on your Notice or Proxy Card to access the materials. | | By Order of the Board of Directors, | | | | Diana Chafey | | Chief Legal Officer and Corporate Secretary |
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| Commonly Asked Questions and Answers About the Annual Meeting | 1 | | Board of Directors and Corporate Governance Overview | 7 | | Board Leadership Structure | 8 | | Board Committees | 11 | | PROPOSAL ONE — Election of Directors | 19 | | Director Nominees | 21 | | Executive Officers | 25 | | Executive Officer and Director Compensation | 29 | | Certain Relationships and Related Person Transactions | 39 | | Security Ownership of Certain Beneficial Owners and Management | 46 | | PROPOSAL TWO — Ratification of Appointment of Independent Registered Public Accounting Firm | 50 | | Audit Committee Report | 52 | | Environmental, Social, and Governance | 53 | | Additional Information | 55 |
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| Forward-Looking Statements | | This proxy statement (the “Proxy Statement”) contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Proxy Statement other than statements of historical fact, are forward-looking statements, including statements regarding our future operating results and financial position, our business strategy and plans, products, services, and technology offerings, our objectives for future operations and our ESG-related goals. Forward-looking statements can be identified by words such as "anticipate," "believe," "envision," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "ongoing," "contemplate," and other similar expressions, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things, our ability to: compete effectively within our industry and attract and retain our insurance policyholders and paid Hagerty Drivers Club subscribers; maintain key strategic relationships with our insurance distribution and underwriting carrier partners; prevent, monitor, and detect fraudulent activity; manage risks associated with disruptions, interruptions, outages or other issues with our technology platforms or our use of third-party services; accelerate the adoption of our membership products as well as any new insurance programs and products we offer; manage the cyclical nature of the insurance business, including through any periods of recession, economic downturn or inflation; address unexpected increases in the frequency or severity of claims; comply with the numerous laws and regulations applicable to our business, including state, federal and foreign laws relating to insurance and rate increases, privacy, the internet, and accounting matters; manage risks associated with being a controlled company; and successfully defend any litigation, government inquiries, and investigations. You should not rely on forward-looking statements as predictions of future events. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. The forward-looking statements in this Proxy Statement represent our views as of the date of this Proxy Statement. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Proxy Statement or to conform these statements to actual results or revised expectations. |
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| 2024 Proxy Statement for the Annual Meeting of Stockholders |
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| | | | Q&A | | | Commonly Asked Questions and Answers About the Annual Meeting | |
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| Why did I receive these materials? | | The Board of Directors of Hagerty, Inc. (the “Board”) is soliciting your proxy to vote at our 2024 Annual Meeting of Stockholders (or at any postponement or adjournment of the meeting). Stockholders who own shares of our common or preferred stock (Class A, Class V, or Series A Preferred) as of the record date, April 5, 2024 (the "Record Date"), are entitled to vote at the Annual Meeting. You should review this proxy statement (the "Proxy Statement") carefully as it gives important information about the items that will be voted on at the Annual Meeting, as well as other important information about Hagerty. |
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| What will I be voting on? | | You will be voting on the following matters, to: 1.elect eight directors to serve on the Board until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified; 2.ratify the appointment of Deloitte & Touche LLP ("Deloitte") as Hagerty’s independent registered public accounting firm for the year ending December 31, 2024; and 3.transact other business as may properly come before the meeting or any adjournment of the meeting. |
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| Hagerty 2024 Proxy Statement | | 1 |
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| QUESTIONS AND ANSWERS | TABLE OF CONTENTS |
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| Who will be entitled to vote? | | Stockholders who own shares of our common and preferred stock as of the Record Date, April 5, 2024, are entitled to vote at the Annual Meeting. As of the Record Date, we had approximately 85,626,826 shares of Class A Common Stock, 251,033,906 shares of Class V Common Stock, and 8,483,561 shares of Series A Preferred Stock issued and outstanding. Holders of shares of our Class A Common Stock are entitled to one vote per share of Class A Common Stock. Holders of shares of our Class V Common Stock are entitled to ten votes per share of Class V Common Stock. Because of the 10-to-1 voting ratio between our Class V and Class A Common Stock, the holders of our Class V Common Stock collectively control a majority of the combined voting power of common stock and therefore will be able to control all matters submitted to our stockholders until the earlier of (i) December 2, 2036, or (ii) the date on which such shares of Class V Common Stock are transferred other than pursuant to a Qualified Transfer (as defined in the Company’s Third Amended and Restated Certificate of Incorporation (the "Charter")). Transfers by holders of Class V Common Stock will generally result in those shares losing their super voting rights, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. Holders of shares of our Series A Preferred Stock are entitled to one vote per share on an as-converted basis and vote together with the Class A Common Stockholders with, approximately, a 4-to-5 voting ratio between our Series A Preferred Stock and Class A Common Stock. In the matters presented at the Annual Meeting, all holders of our Class A Common Stock, Class V Common Stock, and Series A Preferred Stock will vote together as a single class. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the Annual Meeting. |
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| How does the Board recommend I vote on these matters? | | The Board recommends you vote for the following: 1.FOR the election of McKeel Hagerty, William Swanson, F. Michael Crowley, Randall Harbert, Laurie Harris, Robert Kauffman, Sabrina Kay, and Mika Salmi to each serve one-year terms as directors; and 2.FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2024. |
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| Can I access the proxy materials electronically? | | Yes. Your Notice or Proxy Card will contain instructions on how to view our proxy materials for the Annual Meeting online and how to instruct us to send our future proxy materials to you electronically by email. Our proxy materials, including this Proxy Statement, are also available at www.ProxyVote.com, where you will need your 16 digit control number provided in your Notice or Proxy Card. Proxy materials will be available during the voting period starting on April 25, 2024. Instead of receiving future copies of our proxy statements and annual reports by mail, stockholders of record and most beneficial owners can elect to receive an email that will provide an electronic link to these documents. Your election to receive future proxy materials by email will remain in effect until you revoke it. Please note that only one Notice will be sent to stockholders who are listed at the same address. |
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| 2 | | Hagerty 2024 Proxy Statement |
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| TABLE OF CONTENTS | QUESTIONS AND ANSWERS |
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| How do I cast my vote? | | Registered Stockholders. If you hold shares in your own name, you are a registered stockholder and there are four ways to vote: 1.by internet at www.ProxyVote.com, 24 hours a day, seven days a week (have your Proxy Card or Notice in hand when you visit the website and follow the instructions to obtain your records and to create an electronic voting instruction form) prior to 11:59 p.m. ET on June 3, 2024; 2.by toll-free telephone at 1-800-690-6903 (have your Proxy Card or Notice in hand when you call); 3.by completing and mailing your Proxy Card (if you received printed proxy materials); or 4.by attending the Annual Meeting virtually and voting during the meeting. To be admitted to the Annual Meeting and vote your shares go to www.virtualsharesholdermeeting.com/HGTY2024, have the information that is printed in the box marked by the arrow available and follow the instructions to provide your control number as described in the Notice or Proxy Card. Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you decide not to attend the Annual Meeting. Beneficial Stockholders. If you hold your shares through a broker, trustee, or other nominee, you are a beneficial stockholder. If you are a beneficial stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct them on how to vote your shares. Beneficial stockholders should generally be able to vote by returning the voting instruction card to their broker, bank, or other nominee, or by telephone or via internet. However, the availability of telephone or internet voting will depend on the voting process of your broker, bank, or other nominee. |
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| Who can attend the annual meeting? | | All common and preferred stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. |
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| QUESTIONS AND ANSWERS | TABLE OF CONTENTS |
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| How may I change or revoke my proxy? | | Registered Stockholders. If you are a stockholder of record, you can change your vote or revoke your proxy any time before or at the Annual Meeting by: 1.entering a new vote by internet or by telephone (until the applicable deadline for each method as set forth above); 2.returning a later-dated Proxy Card (which automatically revokes the earlier Proxy Card); 3.notifying our Corporate Secretary, in writing, at Hagerty, Inc., Attn: Corporate Secretary/Change Proxy Vote, 121 Drivers Edge, Traverse City, MI 49684; 4.attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy) at www.virtualshareholdermeeting.com/HGTY2024. Beneficial Stockholders. If you are a beneficial stockholder, your broker, bank, or other nominee can provide you with instructions on how to change your vote. |
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| What are the voting requirements to approve each of the items, and how are the votes counted? | | PROPOSAL ONE - ELECTION OF DIRECTORS. A majority of the votes cast by the shares of common stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to elect each nominee. To be elected, the number of shares voted "FOR" a director must exceed the number of shares voted "WITHHOLD" that director. Abstentions and broker non-votes will not impact the election of the nominees. PROPOSAL TWO - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The affirmative vote of a majority of the votes cast by the shares of common stock present in person or represented by proxy at the meeting and entitled to vote thereon is required to ratify the selection of Deloitte as our independent registered public accounting firm. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm, thus broker non-votes are not expected to result from the vote on Proposal TWO. |
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| When will the results of the vote be announced? | | The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published in a current report on Form 8-K filed with the SEC within four business days of the Annual Meeting. |
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| 4 | | Hagerty 2024 Proxy Statement |
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| What is the deadline for submitting a stockholder director nomination or stockholder proposal for the 2025 Annual Meeting? | | Stockholder Director Nominations Stockholders wishing to make a director nomination or bring a proposal, but not include it in our proxy materials next year, must provide written notice of their nomination or proposal to the Chief Legal Officer and Corporate Secretary at our principal executive offices at 121 Drivers Edge, Traverse City, MI 49864, Attn: Stockholder Proposal. This must be done no later than the close of business 90 days prior to the one year anniversary of the Annual Meeting date, which is March 6, 2025, and not earlier than the close of business 120 days prior to the one year anniversary of the Annual Meeting date, which is February 4, 2025, assuming we do not change the date of the 2025 annual meeting of stockholders by more than 30 days before or after the one year anniversary of the Annual Meeting. If so, we will release an updated time frame for stockholder director nominations or proposals. Any stockholder proposal or director nomination must comply with our Amended and Restated Bylaws (the "Bylaws"). The Nominating and Governance Committee will apply the same criteria to the evaluation of those candidates as it applies to other director candidates. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees, other than the Company's nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Securities and Exchange Act of 1934 ("Exchange Act") no later than the close of business 60 days prior to the one year anniversary of the Annual Meeting Date which is April 5, 2025. Stockholder Proposals We anticipate that the 2025 annual meeting of stockholders will be held no later than July 5, 2025. For any stockholder proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2025 annual meeting of stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and our Bylaws. Assuming we do not change the date of the 2025 annual meeting of stockholders by more than 30 days before or after the one year anniversary of the 2024 Annual Meeting, stockholders must provide written notice of their proposal to the Chief Legal Officer and Corporate Secretary at our principal executive offices at 121 Drivers Edge, Traverse City, MI 49864, Attn: Stockholder Proposal, no later than the close of business 120 days from the one year anniversary of this Proxy Statement date, which is December 26, 2024. The Chairman of the Board may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures. |
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| Board of Directors and Corporate Governance Overview |
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| Our business is organized under the direction of our Board, in accordance with the terms of our Charter, Bylaws, and the Investor Rights Agreement (as defined herein). The Board is composed of eight directors, with one vacancy. McKeel Hagerty serves as the Chairman of the Board (the "Chairman" or "Chair") and William (Bill) Swanson serves as the Lead Director. The Board is the ultimate decision-making authority within the Company, except with respect to those matters that are reserved for our stockholders, such as the election of directors. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling, and direction to our management team. Our Board meets on a regular basis throughout the year and additionally as required. | | The Nominating and Governance Committee believes that all of our directors must, at a minimum, meet the criteria set forth in the Hagerty Code of Conduct (our "Code of Conduct") and the Board’s Corporate Governance Guidelines (our "Governance Guidelines"), which specify that the Nominating and Governance Committee will consider criteria such as independence, diversity, diversity of experience, general understanding of various business disciplines (e.g., insurance, finance, marketing, etc.), our business environment, educational and professional background, analytical ability, viewpoints and backgrounds, willingness to devote adequate time to board duties, and ability to act in and represent the balanced best interests of Hagerty and our stockholders as a whole, rather than special constituencies. | | Our Charter provides that our Board shall not have fewer than seven directors nor more than eleven, and the authorized number of directors may be changed only by resolution of the Board in accordance with our Bylaws. Our Board consists of eight directors. Directors may be elected at annual or special meetings of the stockholders. Directors are elected to serve for one year terms or until the earlier of their death, resignation, or removal. Subject to the rights of any party to the Investor Rights Agreement, a director may be removed from office prior to a Control Trigger Event (as defined in the Charter) for any reason by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class; and after a Control Trigger Event, by our stockholders only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, also voting together as a single class. |
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| CORPORATE GOVERNANCE OVERVIEW | TABLE OF CONTENTS |
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| Hagerty's Board of Directors | | The following table sets forth certain information about each member of our Board as of April 5, 2024: |
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| Name | Age | Position(s) | | McKeel Hagerty | 56 | Chairman of the Board | | William (Bill) Swanson | 75 | Lead Director | | F. Michael (Mike) Crowley | 72 | Director | | Laurie Harris | 65 | Director | | Robert (Rob) Kauffman | 60 | Director | | Sabrina Kay | 61 | Director | | Mika Salmi | 58 | Director | | Randall (Rand) Harbert | 60 | Director |
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| Board Member Diversity |
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| Tenure Diversity | Age Diversity | Gender Diversity | Independence |
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| ■ 7+ Years ■ 2–6 Years ■ <2 Years | ■ Age 70+ ■ Age 60–69 ■ Age 50–59 | ■ Female ■ Male | ■ Independent ■ Non-Independent |
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| TABLE OF CONTENTS | CORPORATE GOVERNANCE OVERVIEW |
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| Board Leadership Structure | | In accordance with our Governance Guidelines, our Board determines its leadership structure in a manner that it believes to be in the best interests of the Company and its stockholders. Within this framework, our Board conducts annual assessments of our leadership structure and retains the discretion to combine or separate the offices of Chairman and Chief Executive Officer (“CEO”). In the event that our Chairman is not an independent director, our Governance Guidelines provide that our Board will appoint an independent director to serve in a lead capacity (the “Lead Director”) with broad and substantive duties that have considerable overlap with those of an independent Board chair. In February 2024, in connection with its annual assessment of our leadership structure, our Board determined that combining the offices of Chairman and CEO would be in the best interests of the Company and its stockholders. McKeel Hagerty was appointed to serve as our combined Chairman and CEO, and Bill Swanson, an independent director, was elected by our independent directors to serve as our Lead Director. Additionally, the Board approved an exception to the Corporate Governance Guidelines for Mr. Swanson's age. At this time, our Board believes that this leadership structure benefits us and our stockholders. |
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| Chairperson | | McKeel Hagerty currently serves as our combined Chairman and CEO. Our Board concluded that this leadership structure would best serve us and our stockholders because it enables Mr. Hagerty to use his unique experience and deep operational knowledge to identify and present appropriate strategic measures, key initiatives and timely risk mitigation considerations for our Board's consideration. Moreover, as a significant stockholder, Mr. Hagerty is meaningfully invested in our long-term success. Our Board believes that the combined role is both counterbalanced and enhanced by (i) our large number of experienced, independent directors and (ii) the independent oversight and responsibilities of our Lead Director. Our Chair, among other things, presides at all Board and stockholder meetings, establishes agendas for each meeting in consultation with the Lead Director and the chairs of our Board committees, and in consultation with the Lead Director approves Board meeting schedules. |
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| Lead Director | | Bill Swanson, an independent director, was elected by our independent directors to serve as our Lead Director. Our Lead Director, among other things, serves as a liaison between our Chairman and the independent directors, leads executive sessions of the Board, has authority to call meetings of the independent directors, in consultation with the Chairman approves meeting agendas and meeting schedules for the Board, and leads our Board in discussions concerning the CEO's performance and CEO succession. Our Lead Director will serve for renewable one-year terms, or until such earlier time as he ceases to be a director, resigns, or is replaced by a majority vote of the independent directors. |
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| Director Independence | | Our Board has determined that each of our directors, other than McKeel Hagerty, is an “independent director” as defined under the New York Stock Exchange ("NYSE") Listed Company Manual (the “NYSE Listing Rules”) and applicable SEC rules relating to director independence. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board considered all relevant facts and circumstances known to it in evaluating the independence of our directors, including their current and historical employment, any compensation we have paid to them, any transactions we have had with them, their beneficial ownership of our capital stock, their ability to exert control over us, all other material relationships they have had with us, and the same facts with respect to their immediate families. |
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| CORPORATE GOVERNANCE OVERVIEW | TABLE OF CONTENTS |
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| Controlled Company Exemption | | We are a “controlled company” for purposes of the NYSE Listing Rules because more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. Hagerty Holding Corp. (“HHC”) is the beneficial owner of more than 50% of the combined voting control of our outstanding capital stock. As a result, HHC has the power to elect a majority of our directors. As a controlled company, we are eligible to utilize certain exemptions from the NYSE Listing Rules that otherwise require us to have: (i) a board composed of a majority of “independent directors,” as defined under the NYSE Listing Rules (303A.01); (ii) a nominating/corporate governance committee composed entirely of independent directors; (iii) a compensation committee composed entirely of independent directors; and (iv) an annual performance evaluation of the nominating/corporate governance and compensation committees. We currently only utilize the exemption to the NYSE Listing Rule requiring us to have a nominating/corporate governance committee composed entirely of independent directors as our Nominating and Governance Committee is made up of three independent directors and one management director. In the event we choose to rely on additional exemptions in the future, you would not have the same protections afforded to stockholders of companies that are subject to all of the applicable NYSE Listing Rules. | | |
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| 10 | | Hagerty 2024 Proxy Statement |
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| TABLE OF CONTENTS | CORPORATE GOVERNANCE OVERVIEW |
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| Committees of Hagerty’s Board of Directors | | Our standing Board committees, which are each governed by and operate according to our Bylaws and the respective committee charters, comply with all applicable requirements of the current NYSE Listing Rules and all requirements under Exchange Act Rules 10A-3 and 10C-1(b). The Board may establish other committees as it deems necessary or appropriate from time to time. |
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| Audit Committee | | | Members: Laurie Harris (Chair), Bill Swanson, and Rob Kauffman | | | Independence Each member of the Audit Committee is an independent director. Financial Expertise Each member of the Audit Committee is able to read and understand fundamental financial statements in accordance with NYSE audit committee requirements. Laurie Harris, Bill Swanson, and Rob Kauffman are designated as “audit committee financial experts” within the meaning of Regulation S-K Item 407(d)(5). | Responsibilities In accordance with applicable NYSE Listing Rules, the Audit Committee operates under a written charter, which is available on the governance section of our investor relations website. The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm and risk management programs, including cybersecurity. Specific responsibilities of the Audit Committee include: •helping the Board oversee our corporate accounting and financial reporting processes; •managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; •discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; •obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps to be taken; •approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm; •monitoring the independence and performance of our internal audit function; •overseeing our risk assessment and risk management activities, including our cybersecurity program; and •overseeing the procedures for employees to submit concerns anonymously about questionable accounting or audit matters. |
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| CORPORATE GOVERNANCE OVERVIEW | TABLE OF CONTENTS |
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| Talent, Culture and Compensation Committee | | | Members: Sabrina Kay (Chair), Rand Harbert, Mika Salmi, and Mike Crowley | | | Independence Each member of the Talent, Culture and Compensation Committee is an independent director. | Responsibilities In accordance with the applicable NYSE Listing Rules, the Talent, Culture and Compensation Committee (the "Compensation Committee") operates under a written charter, which is available on the governance section of our investor relations website. The primary purpose of the Compensation Committee is to discharge the responsibilities of our Board in overseeing compensation policies, plans and programs, and to review and determine the compensation to be paid to executive officers and other senior management, as appropriate. Specific responsibilities of the Compensation Committee include: •reviewing and recommending to the Board the compensation of our Chief Executive Officer and other executive officers; •administering our equity incentive plans and other benefit programs; •reviewing, adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; •reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy; and •assisting the Board in its oversight of human capital management including corporate culture, diversity and inclusion, recruiting, retention, attrition, talent management, career development and progression, succession, and employee relations. |
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| Self-Evaluation | | Our Nominating and Governance Committee conducts an annual performance evaluation to determine whether our Board, its committees, and our directors are functioning effectively. The evaluation focuses on the Board’s and the committees’ contributions to Hagerty and has an enhanced focus on areas in which the Board or management believes that the Board could improve. As part of the annual Board self-evaluation, our Board evaluates whether its current leadership structure continues to be appropriate for us and our stockholders. Our Governance Guidelines provide the flexibility for our Board to modify its leadership structure in the future as appropriate. |
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| Delinquent Section 16(a) Reports | | Section 16(a) of the Exchange Act requires our directors, executive officers, and greater-than-ten-percent stockholders to file initial reports of ownership and reports of changes in ownership of any of our securities with the SEC and us. We believe that during the 2023 fiscal year all of our directors, executive officers, and greater-than-ten-percent stockholders complied with the requirements of Section 16(a). |
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| Anti-Hedging and Anti-Pledging Policy | | We have adopted an insider trading policy that includes restrictions and limitations on the ability of our directors, officers, and certain other employees to engage in transactions involving the hedging and pledging of our Class A Common Stock. Under the policy, hedging or monetization transactions are prohibited. These transactions include zero-cost collars and forward-sale contracts, which allow an individual to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. Accordingly, these types of transactions allow individuals to continue to own our Class A Common Stock without the full risks and rewards of ownership. In addition, the policy addresses the practice of pledging our Class A Common Stock as collateral for a loan, in which event the securities may be sold in foreclosure if the borrower defaults on the loan. Because a foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Hagerty securities, our directors, officers, and certain other employees are prohibited from pledging our securities as collateral for a loan without written approval from our Board and the Chief Legal Officer. |
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| 16 | | Hagerty 2024 Proxy Statement |
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| TABLE OF CONTENTS | CORPORATE GOVERNANCE OVERVIEW |
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| Clawback Policy | | We have adopted a Policy for Recovery of Erroneously Awarded Incentive Compensation ("Clawback Policy") that complies with the NYSE Listing Rules and Section 10D of the Securities and Exchange Act 1934, and applies to all of our current or former Section 16 officers. Under the Clawback Policy, we are required to seek to recover "Erroneously Awarded Compensation" as defined in the Clawback Policy, from any affected officer if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under securities laws. The Clawback Policy applies to accounting restatements to correct an error in previously issued financial statements that is material to the previously issued financial statement, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. The compensation elements subject to clawback or cancellation under the Clawback Policy include any compensation that is granted, earned or vested based in whole or in part on the attainment of a "Financial Reporting Measure" (as defined in the Clawback Policy), in each case, awarded, earned or paid out during the three fiscal years immediately preceding the date on which we were required to prepare the restatement. Our Compensation Committee has full and final authority to make any and all determinations required or permitted under the Clawback Policy. |
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| Code of Conduct and Corporate Governance Guidelines | | We have adopted a Code of Conduct that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting, as well as Governance Guidelines that apply to our Board. Our Code of Conduct and Governance Guidelines are available on our website at investor.hagerty.com/leadership-governance/governance-documents. We intend to disclose any material amendments to our Code of Conduct and Governance Guidelines or waivers of their respective requirements on our investor relations website. |
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| Communications by Stockholders and Other Interested Parties with the Board of Directors | | Stockholders and other interested parties may contact an individual director, the Lead Director, the Board as a group, or a specified board committee or group, including the non-management directors as a group, by sending regular mail to: | | Hagerty, Inc. 121 Drivers Edge Traverse City, MI 49684 ATTN: Board of Directors | | or by email at investor@hagerty.com, SUBJ: Board of Directors | | Each communication should specify which director or directors the communication is addressed to, whether the sender is a stockholder or an interested party, as well as the general topic of the communication. We will receive the communications and process them before forwarding them to the addressee. We may also refer communications to other departments. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding us. |
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| Hagerty 2024 Proxy Statement | | 17 |
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| Proposal One | | Election of Directors |
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| There are currently eight directors serving on our Board. The Board recommends that the eight individuals presented, all of whom are current directors, be elected to serve on the Board for a one year term until the 2025 annual meeting of stockholders. With the exception of McKeel Hagerty, all nominees have been determined by the Board to meet the independence standards of the NYSE Listing Rules and applicable SEC rules relating to director independence (see the discussion of Director Independence in the "Board of Directors and Corporate Governance" section of this Proxy Statement for more information). Each of the individuals listed below has consented to being named as a nominee in this Proxy Statement and has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve before the election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated in the Proxy Card. The nominees to serve on the Board are: McKeel Hagerty, Bill Swanson, Mike Crowley, Rand Harbert, Laurie Harris, Rob Kauffman, Sabrina Kay, and Mika Salmi. | Our Board Unanimously Recommends That You Vote “FOR” the Election of Each of the Director Nominees. | | | 88% In 2024....7 of our 8 Directors are Independent |
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| Biographical information regarding each nominee is set forth below. | | Unless authority is withheld or the shares are subject to a broker non-vote, the proxies solicited by the Board will be voted “FOR” the election of these nominees. In case any of the nominees becomes unavailable for election to the Board, an event that is not anticipated, the persons named as proxies, or their substitutes, will have full discretion and authority to vote or refrain from voting for any other candidate in accordance with their judgment. In accordance with the Bylaws, election of directors shall be by vote of the majority of the votes cast (meaning the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee) with “abstentions” and “broker non-votes” not counted as a vote cast either “FOR” or “AGAINST” that nominee’s election at any meeting for the election of directors at which a quorum is present until HHC ceases to own at least 50% of the voting power of the Company, after which directors will be elected by a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. |
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| Hagerty 2024 Proxy Statement | | 19 |
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| PROPOSAL ONE | TABLE OF CONTENTS |
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| Vote Required for Approval | | Election of each director will require the affirmative vote by a majority of the shares of the common stock present by virtual attendance or represented by proxy and entitled to vote at the Annual Meeting. |
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| | | | Recommendation | | | OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES IN THE ELECTION OF DIRECTORS PROPOSAL. | |
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| 20 | | Hagerty 2024 Proxy Statement |
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| Director Nominees |
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| The following biographical information is provided for each member of our Board: |
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| | McKeel Hagerty | | | Chairman of the Board and Chief Executive Officer of Hagerty; member of our Board since 2009 | | | McKeel Hagerty has served as the Chairman of the Board since April 2, 2024, and as a member of the Board since we became a publicly traded company in December 2021. Prior to this he served on our Board from October 2009 to 2021. In addition to his role as a Chairman, McKeel is also our Chief Executive Officer ("CEO") and the driving force behind Hagerty since 2000. McKeel has been with Hagerty in various roles since 1987. From 2017 to 2021, he served as a general partner of Grand Ventures, a venture capital firm. From 2016 to 2017, he was elected by fellow chief executives to serve as the international board chair for YPO, the global leadership organization with over 34,000 chief executives in more than 150 countries. McKeel earned Bachelor's degrees in English and Philosophy from Pepperdine University and a Master’s degree in Theology from Saint Vladimir’s Orthodox Seminary. | | | We believe Mr. Hagerty is well qualified to serve as a member of our Board because of his knowledge of our business and strategy, leadership role at Hagerty, as well as his experience in the classic and enthusiast vehicle industry. |
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| | William Swanson | | | Lead Director, member of our Board since 2021 | | | William (Bill) Swanson has served as a member of our Board since December 2021. Prior to his retirement, from 2004 to 2014, Bill served as the Chairman and CEO of Raytheon Company ("Raytheon"), an aerospace company. Since December 2023 Bill has served on the board of directors of L3Harris Technologies, Inc. and, from 2010 to 2021, Bill served on the board of directors for NextEra Energy, Inc., a public energy company, including as the chair of its audit committee for seven years. Bill graduated magna cum laude from California Polytechnic State University with a Bachelor’s degree in Industrial Engineering. He was also awarded an honorary Doctor of Laws degree from Pepperdine University and an honorary Doctor of Science degree from California Polytechnic State University. | | | We believe Mr. Swanson's leadership experience as the Chairman and CEO of Raytheon, deep knowledge of risk management, including cybersecurity risk management, and board experience make him well qualified to serve on our Board. |
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| Hagerty 2024 Proxy Statement | | 21 |
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| DIRECTOR NOMINEES | TABLE OF CONTENTS |
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| | F. Michael Crowley | | | Director, member of our Board since 2019 | | | F. Michael (Mike) Crowley has served as a member of our Board since Hagerty became a publicly traded company in December 2021. Prior to this he served on our Board from June 2019 to 2021. He is an Executive Consultant to Markel Group, Inc. ("Markel"), a public insurance company. Mike joined Markel in February 2009 as President of Markel Specialty Insurance Company. He was promoted to President and Co-Chief Operating Officer of Markel in 2010, and to Vice Chairman in 2016. Mike retired from Markel at the end of 2017. Prior to joining Markel, he served as President and Chief Operating Officer of Hilb, Rogal & Hobbs, a public insurance brokerage firm, from 2004 until its acquisition by Willis Towers Watson in 2008. Mike earned a Bachelor's degree in Business Administration from Wake Forest University. | | | We believe Mr. Crowley's executive experience in the specialty insurance industry make him well qualified to serve on our Board. |
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| | Laurie Harris | | | Director, member of our Board since 2019 | | | Laurie Harris has served as a member of our Board since Hagerty became a publicly traded company in December 2021. Prior to this she served on our Board from December 2019 to 2021. Prior to her retirement in 2018, Laurie was a global engagement audit partner with PricewaterhouseCoopers LLP, one of the largest professional service firms, since 1994 after starting at the firm in October 1992. Since May 2019 Laurie has been a member of the board of directors and audit committee chair of IWG plc, a public company specializing in co-work and workspace brands, and, since July 2019, a member of the board of directors, nominating and governance committee, and audit committee chair of Synchronoss Technologies Inc., a public technology company specializing in cloud, messaging, and digital platforms and products. She is a Certified Public Accountant. Laurie graduated summa cum laude with a Bachelor of Science degree in Business Administration/Accounting from the University of Southern California. | | | We believe Ms. Harris's experience in the financial services and insurance industries and board leadership experience make her well qualified to serve on our Board. |
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| 22 | | Hagerty 2024 Proxy Statement |
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| TABLE OF CONTENTS | DIRECTOR NOMINEES |
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| | Robert Kauffman | | | Director, member of our Board since 2020 | | | Robert (Rob) Kauffman has served as a member of our Board since December 2021. Prior to this he served on our Board from June 2020 to 2021 and the board of directors of Aldel, our publicly traded predecessor, from April 2021 to December 2021. Since March 2023 Rob has served on the board of directors of Global Net Lease, Inc. Since 2015, Rob has co-owned Chip Ganassi Racing, an American racing team active in Indy and NASCAR racing. He is also the current Chairman of the Race Team Alliance, an association of NASCAR Cup Series teams; owner of RK Motors, a leading restorer, re-seller and provider of classic cars; and advisory board member of McLaren Racing, a leading United Kingdom based Formula1 racing team. From 1998 to 2012, Rob was a co-founder, principal, and member of the board of directors of Fortress Investment Group LLC ("Fortress"), an investment management firm. Prior to co-founding Fortress, he was a managing director at UBS Investment Bank from 1997 to 1998. Rob earned a Bachelor's degree in Business Administration from Northeastern University. | | | We believe Mr. Kauffman's experience in capital markets, senior management, board leadership, and experience in the classic and enthusiast vehicle industry make him well qualified to serve on our Board. |
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| | Sabrina Kay | | | Director, member of our Board since 2021 | | | Dr. Sabrina Kay has served as a member of our Board since December 2021. Since 2002, Sabrina has served as the CEO of Fremont Private Investments Inc. In 2006, she co-founded Premier Business Bank, which was merged with First Foundation, Inc. in 2018, and founded Fremont University, where she served as Chancellor and CEO until its sale to Greybull Investments in 2020. She was also the CEO of a Dale Carnegie franchise, which she incorporated into Fremont University’s MBA program. In 1992, she founded the Art Institute of Hollywood and served as its CEO until it was sold to a public company, EDMC, in 2002. Since December 2020, Sabrina has been a member of the board of directors and an audit committee member of MannKind Corporation, a public biopharmaceutical company, and, since May 2022, a board member and compensation committee member of East West Bancorp, Inc., the publicly traded holding company of East West Bank. Sabrina earned a Master's degree in Education from the University of Pennsylvania, an MBA from the University of Southern California, and a Doctoral degree in Education from the University of Pennsylvania. | | | We believe Dr. Kay's senior management and board leadership experience make her well qualified to serve on our Board. |
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| Hagerty 2024 Proxy Statement | | 23 |
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| DIRECTOR NOMINEES | TABLE OF CONTENTS |
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| | Mika Salmi | | | Director, member of our Board since 2021 | | | Mika Salmi has served as a member of our Board since December 2021. Mika has been a Venture Partner at Lakestar Advisors, a European venture capital firm, since January 2024. From 2020 through to January 2024 he was the Managing Partner of the Zurich, Switzerland office of Lakestar Advisors, and previously served as Partner from January 2019 to February 2020. Prior to Lakestar Advisors, from 2014 to 2019, he served as a Senior Advisor to The Raine Group LLC, a global merchant bank focused on technology, media, and telecommunications. From 2012 to 2014, he served as the CEO of CreativeLive, an online education company specializing in photography, art, design, marketing, business and entrepreneurship classes. Mika earned a Bachelor of Science degree from the University of Wisconsin and an MBA from INSEAD. | | | We believe Mr. Salmi's experience in capital markets, senior management, and board leadership make him well qualified to serve on our Board. |
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| | Randall Harbert | | | Director, member of our Board since 2023 | | | Randall (Rand) Harbert has served as a member of the Board since March 2023. Rand is a Senior Advisor to State Farm Mutual Automobile Insurance Company ("State Farm"). From 2012 until his retirement in 2022, he served as State Farm's Chief Agency, Sales and Marketing Officer. Rand joined State Farm in 1992 as an agent. Prior to joining State Farm, he served in several various roles at H.J. Heinz and Marion Merrell Dow. He graduated from the University of Central Missouri, earned an MBA from Webster University, and graduated from the General Management program at the Harvard Business School. | | | We believe Mr. Harbert's knowledge of the insurance industry and leadership experience in developing the relationship between State Farm and Hagerty make him well qualified to serve as a member of our Board. |
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| 24 | | Hagerty 2024 Proxy Statement |
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| Executive Officers |
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| The following table sets forth certain information about each of our executive officers as of April 5, 2024: |
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| Name | Age | Position(s) | | McKeel Hagerty | 56 | CEO and Chairman of the Board | | Patrick McClymont | 54 | Chief Financial Officer ("CFO") | | Collette Champagne | 55 | Chief Human Resources Officer and Chief Administrative Officer | | Diana Chafey | 55 | Chief Legal Officer and Corporate Secretary | | Charles Favour | 56 | Chief Underwriting Officer | | Paul Rehrig | 50 | President, Media & Entertainment | | Kenneth Ahn | 46 | President, Marketplace | | Russell Page | 53 | Chief Information Officer |
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| |
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| Hagerty 2024 Proxy Statement | | 25 |
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| EXECUTIVE OFFICERS | TABLE OF CONTENTS |
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| The following biographical information is provided for each of our executive officers: | | | | McKeel Hagerty | | | CEO | | | McKeel Hagerty has served as the CEO of Hagerty since 2000 and is a member of our Board. His biographical information is above under the “Directors” section. | | | Hagerty's CEO since 2000. |
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| | Patrick McClymont | | | CFO | | | Patrick McClymont has served as our CFO since September 2022. Prior to joining Hagerty, he served as the CFO of Orchard Technologies, Inc., a residential real estate services company from 2021 through August 2022. From 2016 to 2021, Patrick served as the CFO of IMAX Corporation (NYSE: IMAX). He was responsible for all aspects of IMAX’s finance-related functions including control, financial planning & analysis, tax, investor relations, risk management, information technology, and corporate development and strategy. From 2013 to 2016, he served as the CFO at Sotheby’s, a global brokerage selling and financing authenticated art and luxury collectibles. Prior to Sotheby’s, Patrick was a Partner and Managing Director at Goldman, Sachs & Co., where he spent 15 years. He earned a Bachelor of Science degree from Cornell University and a Master of Business Administration degree from The Tuck School of Business at Dartmouth. | | | Hagerty's CFO since 2022. |
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| | Collette Champagne | | | Chief Human Resources Officer and Chief Administrative Officer | | | Collette Champagne has served as our Chief Human Resources Officer and Chief Administrative Officer since 2023, having previously served as Chief Operating Officer since 2018, and as SVP of Human Resources and Chief People Officer at Hagerty. Collette joined Hagerty in 1999 as leader of our sales and service operation. She is a graduate of the University of Michigan Executive Human Resources Program. Collette earned Bachelor of Science degrees in Agriculture and Natural Resources and in Communications from Michigan State University. | | | Hagerty's Chief Human Resources Officer and Chief Administrative Officer since 2023 and Hagerty Team Member since 1999. |
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| 26 | | Hagerty 2024 Proxy Statement |
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| TABLE OF CONTENTS | EXECUTIVE OFFICERS |
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| | Diana Chafey | | | Chief Legal Officer and Corporate Secretary | | | Diana Chafey has served as our Chief Legal Officer and Corporate Secretary since 2023. Before joining Hagerty, Diana served as Chief Legal Officer and Corporate Secretary for ATI Physical Therapy ("ATI"), a rehabilitation provider, from 2018 through 2022. Prior to ATI, she was the executive vice president, chief legal counsel and corporate secretary for The Warranty Group (TWG Holdings Limited), an insurance company. Diana was also a partner at the law firm DLA Piper LLP (US). Diana earned a Bachelor's degree in Communications from Arizona State University and a Juris Doctor degree from Valparaiso University School of Law. | | | Hagerty's Chief Legal Officer and Corporate Secretary since August 2023. |
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| | Charles Favour | | | Chief Underwriting Officer | | | Charles (Chuck) Favour is responsible for oversight of our insurance business. Chuck joined Hagerty as Vice President of Claims in 2006. Prior to joining Hagerty, from 1996 to 2006, he worked for Michigan Millers Mutual Insurance Company, where his responsibilities included leading the property claims, catastrophe and reinsurance reimbursement divisions of the company. Chuck earned a Bachelor of Science degree in Economics from the University of Wisconsin-Madison. He also holds the designation of Associate in Claims. | | | Head of Hagerty's Insurance Business and Hagerty Team Member since 2006. |
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| | Paul Rehrig | | | President, Hagerty Media & Entertainment | | | Paul Rehrig has served as our President of Media & Entertainment since August 2021. Prior to joining us, from July 2019 to June 2021, he served as the General Manager of Eurosport for Discovery Inc., a multichannel TV and online sports broadcaster and streaming platform. From September 2011 to August 2019, Paul served as Executive Vice President at AMC Networks, a global TV & Film studio. He also served on the board of directors of Next Games, a public Finland-based mobile games company, from January 2015 to June 2019. Paul earned a Bachelor's degree in Political Science from Seattle Pacific University. | | | President of Hagerty Media & Entertainment since 2021. |
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| Hagerty 2024 Proxy Statement | | 27 |
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| EXECUTIVE OFFICERS | TABLE OF CONTENTS |
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| | Kenneth Ahn | | | President, Marketplace | | | Kenneth (Ken) Ahn has served as the President of Hagerty Marketplace since January 2022. Ken is also the CEO of Broad Arrow Group, Hagerty's wholly owned subsidiary and live auction platform. From November 2016 to August 2021, Ken served as President of RM Sotheby’s, a collector car auction house. From 2014 to 2016, he led the strategy and corporate development efforts at Sotheby's as SVP, Strategy and Corporate Development, in New York. Prior to Sotheby’s, from 2007 to 2014, Ken was a Vice President in the Investment Banking Division at Goldman Sachs in New York, as a member of the Global Industrials Group as well as the M&A Group. Ken earned an AB, with honors, in Economics from Harvard College and an MBA from Harvard Business School. | | | President of Hagerty Marketplace since 2022. |
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| | Russell Page | | | Chief Information Officer | | | Russell Page leads Hagerty’s IT strategy including analytics and data science, cyber and information security, corporate systems, and network and infrastructure management. Prior to Hagerty, from August 2021 through July 2022, Russell was a member of the General Motors Financial leadership team, serving as the Head of Strategy & Growth for OnStar Insurance. Before General Motors, between January 2014 and October 2018, Russell served as CEO & President of DaRK Capital, a privately held technology holding company, and its worldwide operating subsidiaries. Russell’s background also includes both business and technology leadership roles, serving companies such as Taylor Corporation, State Farm Insurance and Plymouth Rock Assurance. Russell earned a Bachelor of Science in Business from Eureka College and a Master of Business Administration degree from the University of Idaho. | | | Hagerty's Chief Information Officer since 2022. |
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| 28 | | Hagerty 2024 Proxy Statement |
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| Executive Officer and Director Compensation |
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| Executive Compensation | | This section discusses the material components of the executive compensation program for our named executive officers who are identified below. We have opted to comply with the executive compensation disclosure rules applicable to emerging growth companies. The rules of the Securities Act of 1933 ("Securities Act") require compensation disclosure for: (1) our principal executive officer, and; (2) our two most highly compensated executive officers other than the principal executive officer whose total compensation for 2023 exceeded $100,000 and who were serving as executive officers as of December 31, 2023. We refer to these individuals as our “named executive officers.” For the year ended December 31, 2023, our named executive officers were: | | •McKeel Hagerty, CEO | | •Patrick McClymont, CFO | | •Paul Rehrig, President, Hagerty Media & Entertainment | | Compensation Consultant | | After a request for proposal and based on the feedback from the Compensation Committee, we transitioned our independent executive compensation consultant to Mercer in August 2023 from Korn Ferry, who served in this role prior to the transition. Mercer advised us on our compensation philosophy, compensation peer group, executive benchmarking methodology, and helped us establish a continued meeting framework to support our overall business and compensation objectives. In 2024, we expect that our executive compensation program will continue to evolve commensurate with the growth of the Company. In 2023, management also retained Mercer to consult with the Company on job architecture. The Company assessed the independence of Mercer pursuant to the NYSE rules and concluded that the Compensation Committee's retention of Mercer did not raise any conflicts of interest. |
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| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | TABLE OF CONTENTS |
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| Summary Compensation Table | | The following table shows information regarding the compensation of our named executive officers for services performed in the years ended December 31, 2022 and December 31, 2023: |
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| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(1) ($) | Total ($) | | McKeel Hagerty | 2023 | 850,001 | — | 700,000(2) | 765,001 | — | 64,475(3) | 2,379,477 | | CEO | 2022 | 850,001 | — | 33,190,168(4) | — | — | 225,023(3) | 34,265,192 | | Patrick McClymont | 2023 | 575,001 | — | 1,006,250(5) | 646,876 | — | 37,884 | 2,266,011 | | CFO | 2022(6) | 161,174 | 100,000(7) | 500,000(8) | 58,184 | — | 12,889 | 832,247 | | Paul Rehrig | 2023 | 650,000 | 650,000(9) | 812,500(5) | 438,750 | — | 33,475 | 2,584,725 | | President | 2022 | 650,000 | 650,000(9) | 814,500 | 140,790 | — | 54,289 | 2,309,579 |
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| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
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| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | TABLE OF CONTENTS |
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| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
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| Outstanding Equity Awards at Fiscal Year-End | | The following table sets forth certain information regarding equity awards granted to our named executive officers that were outstanding as of December 31, 2023. |
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| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
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| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
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| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
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| Director Compensation | | We have designed our non-employee director compensation program to achieve the following objectives: | | •align directors’ interests with the long-term interests of our stockholders; •attract and retain outstanding director candidates with diverse backgrounds and experiences; and •recognize the substantial time commitment required to serve as a Hagerty director. | | The Nominating and Governance Committee periodically reviews our director compensation program. Independent directors do not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us. Directors who are employees of Hagerty do not receive compensation for their service on the Board. We also reimbursed our directors for their reasonable out-of-pocket expenses incurred for board related travel expenses. The following table presents summary information regarding the total compensation paid to the non-employee directors of Hagerty for the year ended December 31, 2023: |
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| Name | Fees earned or paid in cash(1) ($) | Stock awards ($) | All other compensation ($) | Total ($) | | Mike Angelina(2) | 176,000 | 90,000 | 55,000(3) | 321,000 | | Mike Crowley | 96,250 | 90,000 | _ | 186,250 | | Laurie Harris | 105,000 | 90,000 | 5,000(4) | 200,000 | | Rob Kauffman | 97,500 | 90,000 | _ | 187,500 | | Sabrina Kay | 101,765 | 90,000 | _ | 191,765 | | Mika Salmi | 97,500 | 90,000 | _ | 187,500 | | Bill Swanson | 101,000 | 90,000 | _ | 191,000 | | Randall Harbert(5) | 76,458 | 90,000 | _ | 166,458 | | Michael Tipsord(6) | 21,250 | _ | _ | 21,250 |
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| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
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| Non-Employee Director Compensation Structure | | For 2024, we compensate our non-employee directors according to the following structure: |
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| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |