Brooke Adler
About Brooke Adler
Brooke Adler, age 48, is ACIC’s General Counsel (since April 2021) after joining as Assistant General Counsel in 2020; she is a member of the Florida Bar, holds a B.A. from the University of South Florida and a J.D. from Seton Hall University . Company pay-versus-performance disclosure shows strong shareholder value creation across her recent tenure, with ACIC’s TSR index rising to 322.99 in 2024 (vs 227.00 in 2023 and 25.44 in 2022) alongside net income of $75.7 million in 2024 (vs $309.1 million in 2023 and a $(469.9) million loss in 2022) and Core ROE metrics used internally for incentives . 2024 annual incentive outcomes for NEOs were driven primarily by financial metrics—combined ratio and core income after-tax ROE—both above target, resulting in 130.5% of target payouts; Adler’s AIP payout was $326,369 on a $250,000 target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACIC | Assistant General Counsel | 2020–Apr 2021 | Regulatory compliance, M&A/corporate formation, licensing, claims litigation |
| ACIC | General Counsel | Apr 2021–Present | Continuity of legal oversight across regulatory, transactions, and claims |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multi-state property insurance company (U.S.) | General Counsel | — | Regulatory compliance, mergers and corporate formations, licensing, claims litigation |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (as of 1/1/25) |
|---|---|---|---|
| Base Salary ($) | $365,313 | $400,000 | $420,000 (salary increase approved effective Jan 1, 2025) |
| Bonus ($) | — | — | — (no separate “Bonus” disclosed) |
| All Other Compensation ($) | $18,040 | $18,610 | — |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Mechanics |
|---|---|---|---|---|---|---|
| Combined Ratio | 35% | 85% (earns 50%) | 75% (earns 100%) | 65% (earns 150%) | ~67.5% | Contributed to 100.5% weighted average for financial metrics |
| Core income after-tax ROE | 35% | 10% (50%) | 20% (100%) | 30% (150%) | Above target; 37.4% above target | Contributed to 100.5% weighted average for financial metrics |
| Qualitative performance | 30% | — | 100% | — | Committee determined 100% | 30% of target added to payout |
| AIP Element | Value |
|---|---|
| Target Award ($) | $250,000 |
| AIP Payout % of Target | 130.5% |
| AIP Payout ($) | $326,369 |
Notes: AIP metrics are 70% financial (combined ratio and core income ROE) and 30% qualitative . Adler participates under the same structure as other NEOs (CEO excluded) .
Long-Term Incentive Plan (LTIP) – Vehicles and Metrics
| Vehicle | Percentage of Target Award | Key Features |
|---|---|---|
| Stock Options | 25% | FMV strike; Black-Scholes valuation; ratable vest over 3 years |
| RSUs | 25% | FMV grant; ratable vest over 3 years |
| PSUs | 50% | GAAP ROAE vs peer median; vesting range 50–150% of target; tranches vest annually subject to performance |
PSU vesting outcomes at 150% for tranches eligible based on 2024 performance (above peer median threshold) .
Equity Grants and Exercises – 2024
| Item | Adler |
|---|---|
| RS/RSU/PSU vested in 2024 (#) | 59,602 |
| Value realized on vesting ($) | $719,816 |
| Shares withheld for taxes (#) | 17,875 |
| Value of shares withheld ($) | $215,885 |
| Options exercised (#) | — |
| Value realized on option exercise ($) | — |
PSU Tranche Detail (Adler)
| Grant Year | PSUs Eligible for Vesting in 2025 (#) | Earned PSUs – Tranche Detail |
|---|---|---|
| 2024 Grant (16,876 total) | 5,625 | First tranche earned 8,438 (150% of 5,625) |
| 2023 Grant (31,755 total) | 10,585 | First tranche earned 15,878; Second tranche earned 15,878 (both at 150%) |
| 2022 Grant (49,019 total) | 16,339 | Second tranche 24,510; Third tranche 24,509 (both at 150%) |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/20/2025) | 53,187 shares; less than 1% of outstanding |
| Shares Outstanding Basis | 48,308,466 shares outstanding (ownership calc basis) |
| Stock Ownership Guidelines | Other Section 16 Officers: 2x annual base salary; eligible securities include stock and unvested time-based RSUs; stock options, unearned PSUs, and pledged securities are not eligible |
| Compliance Timeline | Covered individuals hired/promoted after Aug 1, 2019 have five years to reach target; Adler promoted Apr 2021 implies deadline by Apr 2026 |
| Anti-Hedging Policy | Hedging prohibited for employees, officers, directors |
| Clawback Policy | Adopted 2019; updated Nov 20, 2024 to reference Amended & Restated 2020 Omnibus Plan; applies to Section 16 officers for restatements/revisions |
| Pledging | Pledged securities not eligible for guideline compliance; no Adler pledging disclosures noted in beneficial ownership section |
Outstanding Equity Awards (Adler) – As of 12/31/2024
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Strike ($) | Expiry | RS/RSU Unvested (#) | Market Value ($) | PSUs Unearned (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|---|
| May 27, 2022 | 48,596 | 24,299 | 1.70 | 5/27/2032 | 12,772 | 171,911 | 16,339 | 329,884 |
| May 4, 2023 | 7,452 | 14,903 | 4.33 | 5/4/2033 | 11,032 | 148,491 | 22,063 | 445,452 |
| Apr 3, 2024 | — | 11,261 | 10.37 | 4/3/2034 | 8,794 | 118,367 | 17,588 | 355,102 |
Notes: Market values computed using $13.46 per share as of 12/31/2024 per proxy methodology .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date & Term | Employment agreement dated Apr 19, 2021; one-year terms auto-renew each Apr 1 unless 60 days’ notice or other termination events |
| Base Salary Review | Initial base salary subject to annual review; Committee discretion to adjust; cannot be reduced during term |
| Annual Performance Bonus Eligibility | Eligible for annual performance-based cash bonuses at Committee discretion |
| Severance – Without Cause or Good Reason | 12 months base salary continuation; prior-year earned bonus; pro-rata current-year bonus; COBRA as provided by law |
| Potential Payments – Illustrative (12/31/2024 assumption) | Salary continuation $420,000; Benefits $11,230; Most recent annual incentive bonus $326,369; Restricted stock acceleration value $1,192,394 (death/disability/retirement/qualifying CoC) |
| Change-of-Control Provisions | Double-trigger: termination without cause or resignation for good reason within 24 months → PSUs vest at actual for completed portion and target for uncompleted (year-of-CoC) or target (post-year); RSUs immediately vest; options immediately vest and remain exercisable to earlier of 3 months post-termination or expiration |
| Termination – Cause | Forfeiture of outstanding awards (vested/unvested); unvested restricted shares forfeited; only accrued salary/expenses due |
| Termination – Death/Disability | Accrued salary/expenses; prior year earned bonus; pro-rata bonus for current year; family benefits continuation for death (6 months); pro-rata vesting at target for next vest date for RSUs/PSUs; options vested remain to earlier of 3 years or expiry; pro-rata vesting of unvested options |
| Retirement | Awards continue to vest per terms (subject to restrictive covenants); vested options exercisable to earlier of 5 years from retirement or expiry; restricted stock vests in full upon retirement |
Compensation Mix (Multi-Year)
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $365,313 | $400,000 |
| Stock Awards ($) | $206,250 | $262,500 |
| Option Awards ($) | $68,750 | $87,500 |
| Non-Equity Incentive (AIP) ($) | $284,254 | $326,369 |
| All Other Compensation ($) | $18,040 | $18,610 |
| Total ($) | $942,607 | $1,094,979 |
Company Performance Context (Pay vs Performance Disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR Index (Base $100) | 25.44 | 227.00 | 322.99 |
| Net Income ($000s) | (469,885) | 309,111 | 75,718 |
| Peer Group TSR (Index) | 77.62 | 96.60 | 150.26 |
Investment Implications
- Pay-for-performance alignment is strong: Adler’s 2024 AIP payout at 130.5% of target reflects exceeding underwriting and ROE goals, with PSUs vesting at the 150% maximum for eligible tranches, signaling execution against key financial metrics that matter to insurers .
- Equity alignment is moderate but improving: Adler’s beneficial ownership is 53,187 shares (<1%), with significant unvested RSUs/PSUs and multi-year option grants; ownership guidelines require 2x salary for Section 16 officers, with a five-year window to achieve compliance (deadline by Apr 2026), and hedging is prohibited while pledged shares are disallowed for guideline purposes .
- Near-term selling pressure is possible around vest dates given routine tax withholding on vested shares (17,875 shares in 2024 for Adler) and ongoing three-year ratable vesting of RSUs/PSUs; option exercises were nil in 2024, reducing incremental exercise-driven supply .
- Retention risk appears contained: severance equals 12 months of base pay plus pro-rata/earned bonus and COBRA, with double-trigger CoC acceleration and continued vesting upon retirement under restrictive covenants; robust clawback and anti-hedging policies enhance governance and reduce headline risk .
- Compensation oversight is professionalized with Pay Governance LLC advising and PSU metrics tied to GAAP ROAE versus peers, consistent with pay-for-performance and long-term alignment themes for insurers .