Richard Hart
About Richard Hart
Richard J. Hart, age 47, is AAMI’s Chief Legal and Administrative Officer (since Jan 2025) and Secretary; he has served as Chief Legal Officer since 2018 and previously as Corporate General Counsel after joining the company in 2010. He holds a B.A. from the University of Richmond and a J.D. from Boston University School of Law . Company performance underpinning pay decisions was strong in 2024: assets under management rose 13% to $117B, Economic Net Income (ENI) increased 40% to $105.8M, and ENI EPS rose 55% to $2.76; stock price performance exceeded most asset management peers . These outcomes informed the Compensation Committee’s discretionary assessment for Hart’s incentive compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AAMI | Chief Legal and Administrative Officer; Secretary | Jan 2025–present | Oversight of legal, HR, finance, and IT; principal legal advisor |
| AAMI | Chief Legal Officer | 2018–present | Governance and legal function oversight referenced in incentive rationale |
| AAMI | Corporate General Counsel; various legal department roles | 2010–2018 | Company legal leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodwin Procter LLP | Senior Associate, corporate department | Not disclosed | Corporate law experience prior to joining AAMI |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| All Other Compensation ($) | $50,000 | $50,000 | $50,000 |
| Notes | Salary and benefits unchanged year-over-year | 401(k) and DCP contributions included | Profit Sharing & 401(k) $34,500 and DCP $15,500 |
Performance Compensation
Annual Incentive Outcomes
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Bonus ($) | $565,000 | $565,000 | $682,500 |
| Stock Awards (RSUs) – Grant Date Fair Value ($) | $480,009 (granted 2/15/2022 for 2021 perf) | $335,017 (granted 2/15/2023 for 2022 perf) | $335,017 (granted 2/15/2024 for 2023 perf) |
| Total Reported Compensation ($) | $1,595,009 | $1,450,017 | $1,567,517 |
2024 Incentive Breakdown (paid for 2024 performance; granted in 2025)
| Component | Amount |
|---|---|
| Total Annual Incentive ($) | $1,125,000 |
| Cash Portion ($) | $682,500 |
| RSU Portion (approximate grant date value) ($) | $442,500; granted 2/14/2025, vests ratably over 3 years |
Incentive Deferral Schedule (Cash vs RSUs tiers)
| Incentive Tier | Cash % | RSU % |
|---|---|---|
| First $100,000 | 100% cash | 0% RSUs |
| $100,001–$200,000 | 65% | 35% |
| $200,001–$500,000 | 60% | 40% |
| $500,001–$1,000,000 | 55% | 45% |
| >$1,000,000 | 50% | 50% |
Performance Framework (Discretionary scorecard)
| Metric | Weighting | Target | Actual | Payout Linkage | Vesting |
|---|---|---|---|---|---|
| ENI EPS | Discretionary; considered by Committee | Not disclosed | $2.76 in 2024 | Supports higher 2024 incentive | RSUs vest over 3 years |
| ENI (Economic Net Income) | Discretionary; considered | Not disclosed | $105.8M in 2024 | Supports incentive outcomes | RSUs vest over 3 years |
| Strategic/individual performance (governance/legal) | Discretionary; considered | Not disclosed | Strong oversight cited | Included in award determination | RSUs vest over 3 years |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares Beneficially Owned | 165,958; less than 1% of outstanding |
| Shares Outstanding (basis for percentages) | 37,066,328 as of Mar 19, 2025 |
| Stock Ownership Guidelines | 300% of base salary for NEOs; all NEOs in compliance |
| Hedging/Pledging | Prohibited for officers and directors |
| Beneficial Ownership – Directors and Officers as Group | 9,642,289 shares; 26.0% |
Outstanding Equity and Vesting
| Grant Date | Type | Shares | Grant-Date Fair Value | Vesting Schedule | Year-end Market Value |
|---|---|---|---|---|---|
| 2/15/2024 | RSUs (time-based for 2023 performance) | 15,699 | $335,017; priced at $21.34 | 1/3 on 2/15/2025; 1/3 on 2/15/2026; 1/3 on 2/15/2027 | $413,512 at $26.34 on 12/31/2024 |
| 2/15/2023 | RSUs (time-based for 2022 performance) | 8,634 | Not shown in 2024 proxy total; see 2023 proxy | 1/3 on 2/15/2024; 1/3 on 2/15/2025; 1/3 on 2/15/2026 | $227,420 at $26.34 on 12/31/2024 |
| 2/15/2022 | RSUs (time-based for 2021 performance) | 6,574 | Not shown in 2024 proxy total; see 2022 awards | 1/3 on 2/15/2023; 1/3 on 2/15/2024; 1/3 on 2/15/2025 | $173,159 at $26.34 on 12/31/2024 |
| 2/14/2025 | RSUs (time-based for 2024 performance) | Determined by $442,500 RSU value / prior-day close; number not disclosed | ~$442,500 | Vests ratably over 3 years (equal tranches) | Not applicable (grant in 2025) |
Insider Transactions and Vesting Pressure
| Activity (2024) | Shares | Value |
|---|---|---|
| Options exercised | 465,000 | $8,771,250 |
| RSUs vested | 11,815 | $259,339 |
| Notes | No outstanding options reported at FY-end 2024 for Hart | Upcoming RSU vesting dates (2/15 annually) may create mechanical supply from net share settlements |
Deferred Compensation
| Plan | Executive Contributions (2024) | Company Contribution (2024) | Aggregate Earnings (2024) | Aggregate Balance at 12/31/2024 |
|---|---|---|---|---|
| Voluntary Deferral Plan (VDP) | $0 | $0 | $0 | $0 |
| Deferred Compensation Plan (DCP) | $0 | $15,500 | $27,567 | $293,972 |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement date | Employment agreement dated April 15, 2020 |
| Base Salary | Fixed base salary; $500,000 in 2024 |
| Annual Bonus | Discretionary; no set target; delivered in cash and RSUs per deferral tiers |
| Severance (without cause / good reason) | 12 months base salary; lump-sum cash bonus equal to prior-year bonus; pro-rated current-year bonus equal to prior-year bonus; 12 months COBRA; accelerated vesting of all outstanding restricted stock awards and RSUs |
| Death/Disability | Accelerated vesting of all outstanding RSUs; 12 months COBRA upon disability |
| Change-of-control mechanics | Not specifically disclosed beyond termination benefits; no single/double-trigger terms cited |
| Clawbacks | Two policies (2017 discretionary clawback; SEC Rule 10D-1 compliant policy effective Oct 2, 2023) |
| Hedging/Pledging | Prohibited for officers and directors |
Compensation Committee and Governance
- Compensation Consultant: Aon served as independent advisor; Compensation Committee assessed and concluded no conflicts of interest; scope included market data, comparator group review, CEO transition matters, and governance .
- Risk mitigators include clawbacks, stock ownership guidelines, and prohibitions on hedging/pledging; annual risk assessment concluded programs do not encourage behaviors likely to have a material adverse effect .
- Say-on-pay: Annual advisory vote described; Board recommends support; frequency annual .
Investment Implications
- Pay-for-performance alignment: Hart’s 2024 incentive increased to $1.125M amid strong ENI and ENI EPS outcomes; delivery is partially in RSUs that vest ratably, creating retention hooks and long-term alignment .
- Retention and termination economics: Robust severance includes salary plus prior-year bonus and accelerated RSU vesting; absence of explicit change-of-control triggers reduces automatic payout risk but acceleration on termination still represents potential overhang in a transition scenario .
- Selling pressure signals: 2024 option exercises ($8.77M realized) and scheduled RSU vesting (annual 2/15) indicate mechanical supply windows; hedging and pledging bans reduce misalignment risk .
- Ownership alignment: Beneficial ownership and compliance with 300% salary ownership guidelines, coupled with clawback coverage under both 2017 and Rule 10D-1 policies, supports governance quality and downside accountability .