Andrew Kim
About Andrew Kim
Andrew Kim (age 43) has served on AAMI’s Board since July 2019. He is a Partner at Paulson & Co. Inc. (joined July 2009), and previously worked as an analyst at Perry Capital (Sep 2005–Jul 2007) and Goldman Sachs (Jul 2004–Sep 2005). He holds an MBA from Harvard Business School and an undergraduate degree from the University of Michigan. The Board cites his deep knowledge of financial transactions and investments as the core credential supporting his director role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paulson & Co. Inc. | Partner | Jul 2009–present | Brings investment and transactions expertise to AAMI; Board cites independent-minded insight despite Paulson affiliation |
| Perry Capital | Analyst | Sep 2005–Jul 2007 | Buy-side analytical experience |
| Goldman Sachs | Analyst | Jul 2004–Sep 2005 | Sell-side/financial markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Kim in the proxy; contrasts with detailed external roles disclosed for other directors (e.g., Paulson at Bausch Health/Bausch + Lomb) . |
Board Governance
- Independence: Board affirmatively determined Kim is independent under NYSE Rules, acknowledging his affiliation with Paulson & Co. (>20% owner) but concluding this creates alignment rather than impairing independent judgment .
- Committees: Member, Audit Committee (since Jun 24, 2020, appointed pursuant to Stockholder Agreement); Member, Compensation Committee (since Sep 9, 2019). Audit Chair is Robert J. Chersi; Compensation Chair is Barbara Trebbi. Kim is not on the Nominating & Corporate Governance Committee (chaired by John Paulson) .
- Attendance: In FY2024, Board met 9 times; committees met 18 times (Audit 9, Compensation 6, Nominating 3). No director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting virtually .
- Governance processes: Regular executive sessions of independent directors; Lead Independent Director is Robert J. Chersi; Audit Committee oversees financial reporting, auditor independence, internal audit, risk and compliance; Compensation Committee oversees executive pay and equity plans .
- Shareholder support signal: 2025 say-on-pay received 31,936,964 votes FOR vs 145,868 AGAINST and 20,097 ABSTAIN; 2024 say-on-pay support was over 98% of shares present/represented .
Fixed Compensation
- Policy (Non-Employee Director Compensation – 2024):
- Board Chair (if non-employee): $175,000 cash + $175,000 equity
- Board fee: $90,000 cash + $100,000 equity
- Lead Independent Director: +$13,500 cash
- Committee Chairs/Members (cash only): Audit Chair $25,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $5,000; Nominating Chair $10,000; Nominating Member $5,000 .
- Kim’s actual director compensation: None. As a director appointed and compensated by a stockholder (Paulson & Co.), Kim receives no separate compensation for his Board service .
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Andrew Kim | — | — | — |
| Policy context (for other directors) | See role-based schedule above | See role-based schedule above | — |
Performance Compensation
- RSU terms for non-employee directors (policy): RSUs vest on the earlier of one-year from grant or the next annual meeting, subject to continued service .
- RSU holdings at FY2024 year-end (illustrative for policy context): Paulson 7,764; Chersi 4,437; Trebbi 4,437; all scheduled to vest at the earlier of the 2024 Annual Meeting or June 7, 2025 .
- Kim: No RSU awards (no director compensation due to stockholder appointment); therefore no performance- or time-based director equity for Kim .
| Metric | Kim Status | Policy Details |
|---|---|---|
| RSU grants (director equity) | None (stockholder-appointed) | RSUs vest earlier of one-year or next annual meeting |
| Options (director) | None disclosed | Director plan utilizes RSUs; outstanding equity awards are RSUs |
| Performance link | Not applicable to director RSUs; time-based vesting only | — |
Other Directorships & Interlocks
- Stockholder Agreement: Paulson & Co. has the right to nominate one director while owning ≥7% of outstanding shares; Paulson & Co. nominated Andrew Kim .
- Ownership concentration: Paulson & Co. beneficially owns 24.1% of AAMI; John Paulson (AAMI Chair) personally holds shares/RSUs as disclosed. Board determined both Paulson and Kim remain independent under NYSE Rules .
- Compensation Committee interlocks: None; no member of the Compensation Committee (including Kim) was an officer/employee, and no AAMI executive serves on another company’s committee/board with reciprocal interlock .
| Interlock Type | Detail |
|---|---|
| Nominating rights | Paulson & Co. may nominate one director; Kim nominated under this right |
| Significant holder | Paulson & Co. 24.1% beneficial ownership; Board still deems Kim independent |
Expertise & Qualifications
- Board-noted qualifications: Deep knowledge of financial transactions and investments; provides valuable, independent-minded insight to the Board .
- Education: MBA, Harvard Business School; undergraduate, University of Michigan .
- Committee-relevant skills: Financial literacy required for Audit Committee; Audit Committee members meet Rule 10A-3 independence; Kim is designated “financially literate” under NYSE Rules (Audit Committee section) .
Equity Ownership
| Holder | Shares Beneficially Owned (Number) | Percent of Outstanding |
|---|---|---|
| Andrew Kim | — | — |
| Reference: Shares outstanding | 37,066,328 as of Mar 19, 2025 | — |
- Director ownership guidelines: Apply to non-employee directors not employed by a stockholder; minimum holding ≥500% of cash board fee, with 100% net shares retained until met. Each applicable non-employee director is in compliance. By policy, directors appointed/compensated by a stockholder (e.g., Kim) do not receive separate director compensation and the guidelines are applied to those “not employed by a stockholder” .
- Anti-hedging/pledging: Company prohibits directors from hedging, shorting, or pledging company stock .
Governance Assessment
- Board effectiveness: Kim is active on two key committees (Audit and Compensation) with robust meeting cadence (Audit 9; Compensation 6 in FY2024), supporting oversight of financial reporting, auditor independence, risk/compliance, and executive pay structures .
- Independence and conflicts: The Board explicitly evaluated independence given Kim’s affiliation with Paulson & Co. (24.1% holder) and concluded independence under NYSE Rules; it views the large ownership as aligning interests rather than impairing judgment. Nonetheless, the Paulson nomination right and concentration of ownership are ongoing structural considerations for investors .
- Compensation alignment: Kim receives no separate director compensation (cash or equity) due to stockholder appointment, which avoids potential pay-related conflicts but also removes typical director equity alignment mechanisms; his alignment is through Paulson & Co.’s significant ownership .
- Shareholder signals: Strong say-on-pay outcomes in 2024 (~98% of shares present) and in 2025 (31,936,964 FOR; 145,868 AGAINST; 20,097 ABSTAIN) indicate broad support for governance and compensation frameworks .
- Risk mitigants: Company-wide clawback policies, stock ownership guidelines (for applicable directors), and prohibitions on hedging/pledging; Audit Committee annually reassesses charter and oversees critical audit matters. Nominating Committee reviews director compensation biennially and considers conflicts in candidate evaluations .
- RED FLAGS to monitor:
- Controlling stockholder dynamics: Paulson & Co. nomination right and 24.1% ownership—potential influence on board composition; mitigated by explicit independence determinations and presence of Lead Independent Director .
- Director equity alignment: Kim’s lack of director RSUs under policy may reduce traditional “skin-in-the-game” at the director level, though offset by his affiliation with a significant owner .