Robert Chersi
About Robert J. Chersi
Robert J. Chersi, 63, has served on AAMI’s Board since March 2016 and as Lead Independent Director since November 2018. He is a CPA with deep finance, governance, and regulatory expertise, currently Executive Director of Pace University’s Center for Global Governance, Reporting & Regulation and an adjunct finance professor; he earned a BBA in Accounting (summa cum laude) from Pace University in 1983. His prior operating roles include CFO of Financial Services at Fidelity Investments (2008–2012), senior finance leadership at UBS AG (1988–2008, including service on the UBS AG Group Managing Board), and audit manager at KPMG (1983). He is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Investments | CFO, Financial Services; Executive Committee member | 2008–2012 | Led finance, compliance, risk management, business consulting, and strategic new business development functions |
| UBS AG | CFO U.S. Wealth Management; Deputy CFO Global Wealth Management & Business Banking; Group Managing Board member | 1988–2008 (Group Managing Board 2004–2008) | Multiple executive leadership positions across finance and risk |
| KPMG LLP | Audit Manager, Financial Services practice | Began 1983 | External audit foundation in financial services; CPA credential |
| E*TRADE Financial Corporation | Director; E*TRADE Bank board; Audit Committee; Risk Oversight Committee | Until merger completion on Oct 2, 2020 | Public company board and risk/governance oversight |
| UBS Bank USA | Board; Audit Committee; Risk Committee | Prior service (dates not specified) | Bank-level audit and risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pace University | Executive Director, Center for Global Governance, Reporting & Regulation; Adjunct Professor (Finance & Economics) | Since 2013 | Governance, reporting, regulation leadership in academia |
| Thrivent Funds | Board of Trustees, Trustee | Current | Investment fund fiduciary role |
| UBS USA Foundation | Chairman, Board of Trustees | Prior | Philanthropic governance |
| Bon Secours NJ/St. Mary’s Hospital Foundation | Board Member | Prior | Non‑profit governance |
| PW Partners R&D III | Board Member | Prior | Advisory/board role |
Board Governance
- Roles and independence: Lead Independent Director; Board-designated independent director under NYSE rules. The Board affirms Ms. Trebbi and Messrs. Chersi, Kim, and Paulson are independent.
- Committee assignments: Audit Committee Chair; member, Compensation Committee; member, Nominating & Corporate Governance Committee. Both Audit and Compensation Committees consist solely of independent directors.
- Financial expertise: Identified as an “audit committee financial expert” by the Board.
- Attendance and engagement: In 2024 there were 9 Board meetings; no director attended fewer than 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting virtually.
- Executive sessions: Non‑management directors meet in regularly scheduled executive sessions; if the Chairman is unavailable or a management director, the Lead Independent Director presides.
Fixed Compensation (Non‑Employee Director Fees – 2024)
| Component | Cash ($) | Equity ($) | Notes |
|---|---|---|---|
| Board annual retainer | 90,000 | 100,000 | Standard director fee and RSUs; RSUs vest at earlier of one year or next annual meeting |
| Lead Independent Director fee | 13,500 | — | Additional LID retainer |
| Audit Committee – Chair | 25,000 | — | Chair fee |
| Compensation Committee – Member | 5,000 | — | Member fee |
| Nominating & Corporate Governance – Member | 5,000 | — | Member fee |
| Total (reported for R. J. Chersi) | 138,500 | 100,010 | 2024 director compensation summary shows $138,500 cash, $100,010 equity, total $238,510 |
Performance Compensation
- Directors receive time‑based RSUs that vest at the earlier of the one‑year anniversary of grant or the next annual meeting; no performance metrics are attached to director equity awards.
- RSU outstanding (12/31/2024): 4,437 units held by Chersi (scheduled to vest by the earlier of the 2024 annual meeting or June 7, 2025, per policy).
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| E*TRADE Financial Corporation | Director (prior) | Audit; Risk Oversight; E*TRADE Bank board | Service ended upon merger completion on Oct 2, 2020 |
| Thrivent Funds | Trustee (current) | — | Current investment fund board role |
- Compensation Committee interlocks: None; no member of AAMI’s Compensation Committee was an officer/employee in FY2024; no executive officer of AAMI serves on the compensation committee or board of another company that has an executive officer serving on AAMI’s Compensation Committee or Board.
Expertise & Qualifications
- Audit committee financial expert; CPA (held designation).
- Deep experience in financial reporting, corporate governance, risk management, and regulatory compliance from senior roles at Fidelity and UBS.
- Academic governance/regulation leader (Pace University).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 66,137 | As of March 19, 2025 record date; under 1% of outstanding (table denotes “*” for <1%) |
| RSUs outstanding (director) | 4,437 | Year‑end 2024 count; director equity vests at earlier of one year or next annual meeting |
| Ownership guidelines (directors) | ≥500% of cash board fee; hold 100% of net shares until met | Company states all applicable directors are in compliance |
| Hedging/pledging policy | Prohibited for directors (no hedging, shorting, or pledging) | Governance alignment safeguard |
Insider Trades (filings)
| Filing Date | Period of Report | Form | Link |
|---|---|---|---|
| 2025-05-15 | 2025-05-13 | Form 4 | https://www.sec.gov/Archives/edgar/data/1748824/000174882425000049/xslF345X05/wk-form4_1749588851.xml |
| 2023-06-07 | 2023-06-07 | Form 4 | https://www.sec.gov/Archives/edgar/data/1748824/000174882423000039/xslF345X03/wk-form4_1686348507.xml |
Compensation Committee Analysis (Context)
- Composition & independence: Trebbi (Chair), Chersi, Kim; all independent under NYSE rules.
- Consultant: Aon served as independent compensation consultant in 2024; the Committee assessed and concluded Aon had no conflicts of interest.
- Risk mitigators: Clawback policies (2017 discretionary policy and Rule 10D‑1 policy), stock ownership guidelines, and prohibitions on hedging/pledging.
Related‑Party Transactions (Conflicts Review)
- Policy: Audit Committee reviews/approves related‑party transactions over $120,000; must be arm’s‑length; related members recuse.
- Paulson & Co. relationship: Stockholder Agreement provides nomination rights (one director while ≥7% ownership); Board considered this in independence determinations and affirmed independence of directors, including Chersi.
- No related‑party transactions involving Robert J. Chersi are disclosed.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support: Over 98% approval of executive compensation framework at the 2024 annual meeting.
Governance Assessment
- Strengths: Lead Independent Director since 2018; Audit Chair and Board‑designated audit committee financial expert; independent under NYSE rules; strong meeting engagement (no director <75%); robust director ownership guidelines with stated compliance; prohibition on hedging/pledging. These factors support board effectiveness and investor alignment.
- Potential watch items: Concentrated stockholder influence (Paulson & Co. nomination right) is disclosed; Board asserts this aligns interests and maintains independence—no specific conflicts tied to Chersi disclosed. Monitor any future committee composition or related‑party items for changes.