DEF 14A of Hagerty, Inc.
Filed Apr 24, 2025 · FY20240001840776-25-000126
Director Nominees
Director Nominees When filling a vacancy on our Board, the Nominating and Governance Committee identifies the desired skills and experience of a new director nominee and nominates individuals who it believes can strengthen our Board’s capabilities and further expand the collective experience represented by the then-current directors. Our Nominating and Governance Committee may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates would be evaluated based on the processes outlined in the Governance Guidelines and the Nominating and Governance Committee charter, and the same processes would be used for all candidates, including candidates recommended by stockholders (for further information about stockholder director nominations, please see Commonly Asked Questions and Answers—What is the deadline for submitting a stockholder director nomination for the 2026 annual meeting?).
Vote Required for Approval
| | 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. Laurie also served as a member of our Board prior to our initial public offering 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 International Workplace Group 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 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. |
Vote Required for Approval
| | Sabrina Kay | | | Director, member of our Board since 2021 | | | Dr. Sabrina Kay has served as a member of our Board since December 2021. She has served as the CEO of Fremont Private Investments Inc. since 2002, and a Strategic Partner at VSS Capital Since 2021. In 2006, she co-founded Premier Business Bank, which was merged with First Foundation, Inc. in 2018. That same year, she founded Fremont University, where she served as Chancellor and CEO until 2020, integrating a Dale Carnegie franchise into the university's MBA program during her tenure. In 1992, Dr. Kay founded the Art Institute of Hollywood, serving as its CEO and sole owner until its sale to EDMC, a public company, in 2002. Since December 2020, Dr. Kay has been a member of the board of directors and the audit and compensation committees of MannKind Corporation, a public biopharmaceutical company. Since May 2022, she has also served on the board of directors and the compensation and nominating & governance committees at East West Bancorp, Inc., the publicly traded holding company of East West Bank. Dr. Kay holds an MBA from the University of Southern California, an MS in Education, and a doctorate in Work-Based Learning Leadership 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. |
Director Compensation
Director Compensation
Compensation Consultant
Compensation Consultant Mercer has served as an independent executive compensation consultant to our Compensation Committee since August 2023. Mercer advised our Compensation Committee on our compensation philosophy, compensation peer group, executive benchmarking methodology, and helped our Compensation Committee establish a continued meeting framework to support our overall business and compensation objectives. In 2025, we expect that our executive compensation program will continue to evolve commensurate with our growth. In 2024, management also retained Mercer to consult with us on job architecture. Our Compensation Committee assessed Mercer's independence pursuant to the NYSE rules and concluded that its retention of Mercer did not raise any conflicts of interest.
Compensation Consultant
| 30 | | Hagerty 2025 Proxy Statement |
Compensation Consultant
| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
Summary Compensation Table
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, 2023 and December 31, 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation(2) ($) | Total ($) | | McKeel Hagerty | 2024 | 850,001 | — | 1,700,000(2) | 617,101 | — | 39,888(3) | 3,206,990 | | CEO | 2023 | 850,001 | — | 700,000(3) | 765,001 | — | 64,475(4) | 2,379,477 | | Patrick McClymont | 2024 | 575,001 | — | 1,756,250(5) | 521,813 | — | 38,890 | 2,891,954 | | CFO | 2023 | 575,001 | — | 1,006,250 | 646,876 | — | 37,884 | 2,266,011 | | Russell Page | 2024 | 650,000 | — | 487,500 | 442,406 | — | 37,721 | 1,617,627 | | CIO | | | | | | | | | | Paul Rehrig | 2024 | 625,625 | 650,000(7) | 812,500(8) | — | — | 139,039(9) | 2,227,164 | | former President(6) | 2023 | 650,000 | 650,000(7) | 812,500 | 438,750 | — | 33,475 | 2,584,725 |
Summary Compensation Table
(1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the RSU and PRSUs granted to our named executive officers, as computed in accordance with Financial Accounting Standard Board Accounting Codification Topic 718 for stock-based compensation transactions, as applicable. Assumptions used in the calculation of these amounts are included in Note 21 to our financial statements. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting or settlement of the RSUs or PRSUs. (2)Amounts include employer 401(k) matching, employer contributions for medical, dental, vision, disability, and life insurance premiums, taxable gains with respect to the ESPP discount (in connection with Mr. McClymont and Mr. Rehrig's participation in that plan) and, with respect to Mr. Rehrig, his separation payments made in 2024. The applicable amounts for each named executive officer for each category of payments in excess of $10,000 paid in 2024 are set forth in the table below:
Summary Compensation Table
| Named Executive Officer | 401(k) Matching ($) | Employer Insurance Contributions ($) | Separation Payment ($) | | McKeel Hagerty | 13,800 | 26,088 | Not applicable | | Patrick McClymont | 13,800 | 24,184 | Not applicable | | Russell Page | 13,800 | 23,921 | Not applicable | | Paul Rehrig | 13,800 | 22,363 | 101,563 |
Summary Compensation Table
(3)In 2023 Mr. Hagerty was entitled to an annual stock award at target of 200% of base salary in 2023 but independently elected to forego $1 million of the amount to which he was entitled. (4)Amounts include employer 401(k) matching, employer contributions for medical, dental, vision, disability, life insurance, as well as $25,000 for the cost of a personal assistant. (5)In addition to the annual grant referenced in Footnote 1 above, the value for Mr. McClymont includes a discretionary stock award granted in December 2024, as further discussed below under “Stock Awards”. (6)Mr. Rehrig served as our President, Hagerty Media & Entertainment, until December 2, 2024. (7)Mr. Rehrig’s 2023 and 2024 Executive Incentive Bonuses were paid in March 2024 and March 2025, respectively, pursuant to Mr. Rehrig's employment agreement. (8)Mr. Rehrig’s unvested stock awards, including RSUs and PRSUs granted to him in 2024, were forfeited when his employment was terminated. (9)Amount indicated includes a December 2024 payment tied to Mr. Rehrig’s separation agreement, as further discussed below under "Employment and Termination Arrangements”.
Summary Compensation Table
| Hagerty 2025 Proxy Statement | | 31 |
Summary Compensation Table
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | TABLE OF CONTENTS |
2024 PRSU Awards
| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
Annual Incentive Plan
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | TABLE OF CONTENTS |
Named Executive Officer Compensation Changes in 2025
| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
Outstanding Equity Awards at Fiscal Year-End
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, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Restricted Stock Unit Awards | | Performance Stock Unit Awards | | | Name and Principal Position | Number of unearned shares, units, or other rights that have not vested(1)(2) | Market or payout value of unearned shares, units, or other rights that have not vested(3) | Number of unearned shares, units or other rights that have not vested(1)(2) | Market or payout value of unearned shares, units, or other rights that have not vested(3) | | McKeel Hagerty | 860,798 | $8,306,701 | 3,800,032(4)(5) | $36,670,309 | | CEO | | | | | | Patrick McClymont | 218,586(4) | $2,109,355 | 54,986(4) | $530,615 | | CFO | | | | | | Russell Page | 71,241 | $687,476 | 26,639(4) | $257,066 | | CIO | | | | |
Outstanding Equity Awards at Fiscal Year-End
(1)The numbers reflected in these columns represent RSUs and PRSUs granted under the Equity Incentive Plan. Each RSU and PRSU vests into shares of our Class A Common Stock in accordance with the vesting schedules of each award agreement between the named executive officer and the Company, which are summarized above under "Stock Awards" and in the following footnotes. (2)
Outstanding Equity Awards at Fiscal Year-End
| Name | Vesting Date | Number of unearned shares, units, or other rights that have not vested (RSUs) | Number of unearned shares, units, or other rights that have not vested (PRSUs) | | McKeel Hagerty | 4/1/2025 | 242,578 | | | | 4/1/2026 | 190,060 | | | | 3/1/2027 | | 92,896(4) | | | 4/1/2027 | 163,364 | | | | 4/1/2028 | 132,398 | | | | 4/1/2029 | 132,398 | 3,707,136(5) | | Patrick McClymont | 4/1/2025 | 56,705 | | | | 10/1/2025 | 18,539 | | | | 4/1/2026 | 56,707 | | | | 3/1/2027 | | 54,986(4) | | | 4/1/2027 | 18,329 | | | | 12/17/2027 | 22,768 | | | | 12/17/2028 | 22,769 | | | | 12/17/2029 | 22,769 | | | Russell Page | 4/1/2025 | 27,472 | | | | 10/1/2025 | 7,416 | | | | 4/1/2026 | 27,473 | | | | 3/1/2027 | | 26,639(4) | | | 4/1/2027 | 8,880 | |
Outstanding Equity Awards at Fiscal Year-End
(3)The closing price of our Class A Common Stock on December 31, 2024 was $9.65. (4)PRSUs granted on April 1, 2024 vest, if at all, into shares of our Class A Common Stock in a range of 35% to 200% of the target number of shares based on the Company’s achievement against the 2024 Grant Performance Target over the 2024 Grant Performance Period and vesting is contingent upon the named executive officer’s continuous employment throughout the 2024 Grant Performance Period and continuing through the 2024 Grant Determination Date. (5)PRSUs granted on April 1, 2022 vest, if at all, in tranches upon the achievement of the following stock price thresholds prior to April 1, 2029: 25% of the PRSUs would vest upon our Class A Common Stock trading above $20.00 per share on the NYSE for 60 consecutive days, 25% would vest upon our Class A Common Stock trading above $25.00 per share on the NYSE for 60 consecutive days, and 50% would vest upon our Class A Common Stock trading above $30.00 per share on the NYSE for 60 consecutive days.
Outstanding Equity Awards at Fiscal Year-End
| Hagerty 2025 Proxy Statement | | 35 |
Outstanding Equity Awards at Fiscal Year-End
| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
Russell Page
| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
401(k) Plan
| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
Director Compensation
Director Compensation We have designed our non-employee director compensation program to achieve the following objectives: •align directors’ interests with the long-term interests of our stockholders; •attract and retain outstanding director candidates with diverse experiences, viewpoints and backgrounds; and •recognize the substantial time commitment required to serve as a Hagerty director. Our Nominating and Governance Committee periodically reviews our director compensation program. Independent directors do not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us. Directors who are employees of Hagerty do not receive compensation for their service on our Board. We also reimbursed our directors for their reasonable Board travel related expenses. The following table presents summary information regarding the total compensation paid to the non-employee directors of Hagerty for the year ended December 31, 2024:
Director Compensation
| Name | Fees earned or paid in cash(1) ($) | Stock awards(2) ($) | All other compensation ($) | Total ($) | | Mike Crowley(3) | 96,250 | 90,000 | _ | 186,250 | | Randall Harbert | 96,250 | 90,000 | _ | 186,250 | | Laurie Harris | 101,250 | 90,000 | 5,000(4) | 196,250 | | Rob Kauffman | 99,088 | 90,000 | _ | 189,088 | | Sabrina Kay | 101,250 | 90,000 | _ | 191,250 | | Anthony Kuczinski(5) | 44,056 | 65,589 | _ | 109,645 | | Mika Salmi | 97,500 | 90,000 | _ | 187,500 | | Bill Swanson | 124,883 | 90,000 | _ | 214,883 |
Director Compensation
(1)In 2024, our directors were paid a retainer of $85,000 for serving on our Board, $15,000 for serving as the chair of our Audit or Compensation Committee, $8,500 for serving as the chair of our Nominating and Governance Committee or the Finance and Capital Committee, $7,500 for serving on our Audit or Compensation Committee, and $5,000 for serving on our Nominating and Governance Committee or the Finance and Capital Committee. (2)For all directors other than Mr. Kuczinski, this column represents the grant of restricted stock units having a fair market value of $90,000 based on the closing stock price on March 31, 2024, which vests 100% on April 1, 2025. Mr. Kuczinski’s restricted stock units were prorated in connection with his appointment to our Board effective July 9, 2024, and he received restricted stock units having a fair market value of $65,589 based on the closing stock price on September 30, 2024. (3)Mr. Crowley will retire from our Board on June 3, 2025. (4)Includes $5,000 for service on a committee of the Hagerty Re board of directors. (5)Mr. Kuczinski was appointed to our Board effective on July 9, 2024.
Director Compensation
| 38 | | Hagerty 2025 Proxy Statement |
Director Compensation
| TABLE OF CONTENTS | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION |
Non-Employee Director Compensation Structure
Non-Employee Director Compensation Structure On February 3, 2025, our Board amended the Non-Employee Director Compensation Structure such that we compensate our non-employee directors, beginning on April 1, 2025, as follows:
Non-Employee Director Compensation Structure
| Description | Amount(1) | | Annual Retainer | $85,000 | | Annual Stock Grant | Grant of restricted stock units having a fair market value of $125,000 based on the closing stock price on March 31, 2025, which vests 100% on April 1, 2026. | | Additional annual retainers for serving as chairperson of our Board, Lead Director, and chairperson of a Committee | $75,000 for Chair of our Board. However, directors who are also management do not receive additional compensation for serving on our Board. $30,000 for Lead Director. $20,000 for chair of our Audit Committee; $15,000 for chair of our Compensation Committee, and; $10,000 for chairs of our Nominating and Governance and Finance and Capital Committees. | | Additional annual retainers for serving on committees | $10,000 for service on our Audit Committees; $7,500 for service on our Compensation Committee, and; $5,000 for service on our Nominating and Governance and Finance and Capital Committees. | | Additional retainer for serving on board of directors for Hagerty Re | $5,000 |