Barbara Trebbi
About Barbara Trebbi
Independent director (age 58) serving on AAMI’s Board since January 2018. Former General Partner and co‑managing partner at Mercator Asset Management with 30+ years of international equity investing experience; began her career at Mackenzie Investment Management, ultimately heading international equities. Education: Graduate Diploma, London School of Economics; B.S. in Finance, University of Florida. Credentials: CFA charterholder; member of CFA Institute and CFA Society South Florida; served as CFA Society South Florida President (1994–1995). Board determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercator Asset Management, L.P. | General Partner; Co‑Managing Partner; Senior Investment Team (intl equities focus) | 2000–Oct 2017 | Led international equities (Europe, Asia, EM); advised broad institutional/sub‑advisory client base |
| Mackenzie Investment Management Inc. | International Equity Research Analyst → Head of International Equities | 1988–2000 | Built and led international equities; research/portfolio leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CFA Institute | Member | Ongoing | Professional credentialing and standards body |
| CFA Society of South Florida | President | 1994–1995 | Local society leadership |
| Non‑profit boards (higher education) | Board Member | Not disclosed | Service on multiple non‑profit boards related to higher education |
Board Governance
- Committee assignments: Audit Committee (member; audit committee financial expert), Compensation Committee (Chair), Nominating & Corporate Governance Committee (member). Audit Committee members are independent and financially literate; Trebbi and Chersi designated audit committee financial experts .
- Independence: Board affirmatively determined Trebbi is independent under NYSE rules .
- Attendance and engagement: FY2024—9 Board meetings; Audit 9; Compensation 6; Nominating & Governance 3; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting virtually .
- Board leadership: John Paulson (Chair); Robert J. Chersi (Lead Independent Director); independent directors hold regular executive sessions without management .
- Director compensation policy set and reviewed by Nominating & Corporate Governance Committee (biennial review) .
Fixed Compensation
2024 non‑employee director compensation structure and Trebbi’s actual pay:
| Component | Policy/Amount | Trebbi 2024 | Notes |
|---|---|---|---|
| Board fee (cash) | $90,000 | Included in cash total | Non‑employee directors |
| Board equity (RSUs) | $100,000 grant date FV | $100,010 | RSUs vest at 1‑yr or next annual meeting |
| Audit Committee (member) | $10,000 cash | Included in cash total | |
| Compensation Committee (Chair) | $15,000 cash | Included in cash total | |
| Nominating & Governance (member) | $5,000 cash | Included in cash total | |
| Lead Independent premium | $13,500 (if applicable) | N/A | Applies to Lead Independent Director only |
| Total cash fees (actual) | — | $120,000 | Trebbi cash fees |
| Total equity (actual) | — | $100,010 | Trebbi RSU grant FV |
| Total compensation (actual) | — | $220,010 | 2024 total |
Additional RSU details:
- RSUs vest on earlier of one‑year after grant or next annual meeting; dividends follow RSU vesting; year‑end RSUs outstanding for Trebbi: 4,437 .
Performance Compensation
- No performance‑based equity or options disclosed for directors; director RSUs are time‑based .
- As Compensation Committee Chair, Trebbi oversees NEO pay linked to ENI and ENI EPS. 2024 performance metrics:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Economic Net Income (ENI, $mm) | 75.7 | 105.8 |
| ENI EPS ($) | 1.78 | 2.76 |
Committee process and controls:
- Independent compensation consultant: Aon; Compensation Committee assessed and concluded no conflicts; consultant attends meetings and provides peer data and governance input .
- Risk mitigators: clawbacks (2017 policy and Rule 10D‑1 policy), stock ownership guidelines, prohibitions on hedging/pledging; annual compensation risk assessment concluded programs do not promote excessive risk .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Trebbi |
| Prior public company boards | None disclosed for Trebbi |
| Committee interlocks | None; no executive of another company sits on AAMI’s Compensation Committee/Board with reciprocal overlap |
| Stockholder‑appointed directors | Andrew Kim nominated under Paulson & Co. Stockholder Agreement; Paulson & Co retains right to nominate one director while holding ≥7% |
Expertise & Qualifications
- International equities investing (Europe, Asia, EM); institutional and sub‑advisory markets expertise .
- Audit committee financial expert designation; CFA charterholder .
- Governance experience as Compensation Chair and member of Nominating & Governance Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Barbara Trebbi | 45,462 | * | Asterisk denotes <1%; beneficial ownership may include RSUs vesting within 60 days of 3/19/2025 |
| RSUs outstanding (director plan) | 4,437 | — | Scheduled to vest by next annual meeting or one‑year anniversary |
Ownership alignment policies:
- Director stock ownership guidelines: ≥500% of cash board fee; until met, retain 100% of net‑after‑tax vested shares. All applicable directors are in compliance .
- Anti‑hedging/pledging: Directors prohibited from hedging, shorting, or pledging AAMI stock .
Governance Assessment
- Strengths: Independent status; Chair of Compensation Committee and audit committee financial expert; active on all three key committees; strong attendance; robust clawbacks, ownership guidelines, and anti‑hedging/pledging policies; independent consultant with no conflicts; executive sessions of independent directors .
- Potential conflict context: Concentrated shareholder influence—Paulson & Co. owns ~24% and holds a nominating right; John Paulson serves as Chair. Board explicitly reaffirmed independence of Paulson and Kim, citing alignment of interests; Trebbi is not affiliated with Paulson & Co. and remains independent .
- Compensation signals: Director pay mix is balanced (cash + time‑based RSUs) with clear committee differentials; no director options or performance RSUs, limiting pay‑for‑performance signaling at the board level but aligned via ownership guidelines .
- RED FLAGS: None disclosed specific to Trebbi—no related‑party transactions, pledging, or hedging; attendance above 75%; no interlocks .