Kent G. Whittemore
About Kent G. Whittemore
Independent director of American Coastal Insurance Corporation since 2008 (preceded by director service at predecessor UIH from 2001–2008); age 77. Career attorney and litigator in St. Petersburg, FL—co‑founded and served as President/shareholder of The Whittemore Law Group, P.A. (1987), and since January 1, 2023 has been Senior Counsel at Englander Fischer. Education: B.S. in Business Administration (University of Florida) and J.D. (Stetson College of Law). Core credentials include insurance litigation, business and real estate litigation, and bar association leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Whittemore Law Group, P.A. | President; shareholder | 1987–present (firm co-founded) | Led practice in personal injury, insurance litigation, business and real estate litigation |
| St. Petersburg Bar Association | President | 1996–1997 | Local bar leadership and governance |
| Tampa Bay Trial Lawyers Association | President | 2003–2004 | Trial bar leadership |
| Southern Trial Lawyers Association | Director (former) | Not disclosed | Regional trial lawyers governance |
| Academy of Florida Trial Lawyers | Director (former) | Not disclosed | State trial lawyers governance |
| St. Petersburg Charter Review Commission | Member | Not disclosed | Municipal charter oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Englander Fischer | Senior Counsel | Jan 1, 2023–present | Senior counsel in St. Petersburg, FL |
| Public company boards | — | — | No current public-company directorships disclosed |
Board Governance
- Committee assignments (2025): Chair, Compensation and Benefits Committee; Member, Nominating and Corporate Governance Committee. All committee members are independent under Nasdaq rules.
- Independence: Listed as an independent director; ACIC’s committees are fully independent.
- Attendance: Board met 5 times in 2024; all directors attended all Board and committee meetings on which they served. In 2023, Board met 10 times; each director attended at least 90% of meetings.
- Committee activity cadence:
- Compensation and Benefits: 4 meetings (2024); 4 meetings (2023)
- Nominating & Corporate Governance: 4 meetings (2024); 4 meetings (2023)
- Board leadership: Executive Chairman (R. Daniel Peed) and a Lead Director (Alec L. Poitevint II) who leads executive sessions of independent directors.
Fixed Compensation
- Director pay structure (2024 program): Annual cash retainer $75,000; additional annual $12,500 for Compensation & Benefits Committee Chair; $10,000 for Nominating & Corporate Governance Chair (not applicable to Whittemore in 2024); annual restricted stock grant of 5,000 shares. 2024 grants vest on the date of the Annual Meeting.
- Individual compensation:
- 2023: Cash $87,500; Stock $26,250; Total $113,750
- 2024: Cash $87,500; Stock $61,150; Total $148,650
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 87,500 | 87,500 |
| Stock Awards ($) | 26,250 (5,000 shares granted June 2, 2023; vest at 2024 AGM) | 61,150 (5,000 shares granted May 14, 2024; vest at 2025 AGM) |
| Total Compensation ($) | 113,750 | 148,650 |
Performance Compensation
- Director equity awards are time-vested restricted stock, not performance-based; 5,000-share annual grants vest at the following Annual Meeting.
- Oversight of performance metrics (as Compensation Chair): Committee’s executive Annual Incentive Plan (AIP) metrics and outcomes:
| Metric | Weighting | 2023 Target Range | 2023 Actual | 2024 Target Range | 2024 Actual |
|---|---|---|---|---|---|
| Expense/Gross Expense Ratio or Combined Ratio (see plan evolution) | 35% | 2023 Gross Expense Ratio: Threshold 30%, Target 27.5%, Max 25% | 28.3% (0.8% above target) | 2024 Combined Ratio: Threshold 85%, Target 75%, Max 65% | 67.5% (7.5% below target; closer to max) |
| Core income after-tax ROE | 35% | Threshold 5%, Target 7.5%, Max 15% | 84.7% above target | Threshold 10%, Target 20%, Max 30% | 37.4% above target |
| Qualitative performance | 30% | Discretionary | Above target (119.5% overall AIP payout for NEOs shown) | Discretionary | At target (100% qualitative; overall AIP payout ~130.5%) |
- Long-term incentive oversight: PSUs vest based on ROAE vs peer median; 2024 tranches vested at 150% (max) due to performance above peer benchmarks.
Other Directorships & Interlocks
- Compensation and Benefits Committee composition (2024): Kent G. Whittemore (Chair), Sherrill W. Hudson, Alec L. Poitevint II.
- Interlocks: No compensation committee interlocks or insider participation disclosed for 2024.
Expertise & Qualifications
- Legal and insurance litigation expertise; seasoned governance participant via bar associations and trial lawyer organizations; business and real estate litigation experience.
- Board-selected for insurance industry experience and legal expertise.
Equity Ownership
- Beneficial ownership (as of March 20, 2025): 383,885 shares (<1%); includes 364,267 shares directly owned and 19,618 shares held by family members.
- Director stock ownership guidelines: Non-employee directors required to hold 4× annual cash retainer; eligible securities include unvested time-based RSUs; pledged shares are excluded; legacy directors had until December 31, 2024 to meet targets.
- Anti-hedging and clawback: Company prohibits hedging of ACIC securities; clawback policy updated on November 20, 2024 to conform with amended 2020 Omnibus Incentive Plan.
- Pledging/Hedging: No pledging disclosed for Whittemore; hedging prohibited by policy.
Governance Assessment
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Strengths:
- Independence and leadership: Independent director; chairs Compensation & Benefits; member Nominating & Corporate Governance; all committees independent.
- Engagement: Full attendance in 2024; strong committee cadence (Compensation 4x; Nominating 4x).
- Pay discipline and alignment: Director pay mix blends cash and equity with annual vesting at AGM; robust stock ownership guidelines; anti-hedging and clawback policies in place.
- Process quality: Committee engages independent consultant Pay Governance LLC; independence assessed with no conflicts.
- Investor signals: Prior say-on-pay approval ~98% (2022); Board recommends triennial frequency consistent with long-term focus.
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Potential risk indicators:
- Concentrated ownership: Executive Chairman R. Daniel Peed beneficially owns 35.9% of shares; Stockholders Agreement limits his discretionary voting above 25% and includes standstill provisions—important guardrails, but concentration may influence governance dynamics.
- Diversity: Board did not meet Nasdaq board diversity objective; Board states commitment to improve diversity.
- Historical subsidiary stress: UPC (subsidiary) placed into receivership in 2023; all directors served on UPC’s board—adds oversight scrutiny context.
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Related-party transactions: No related-party transactions since January 1, 2024 involving directors except legacy disclosure of 2017 AmCo mergers involving other insiders; Board policy requires Audit Committee review/approval for related-party transactions. No Whittemore-specific related-party exposure disclosed.
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Compliance and disclosure:
- Section 16(a) filings: Late filings noted for several insiders; Whittemore not listed among late filers.
Overall: Whittemore’s independence, committee leadership, and full attendance support Board effectiveness, with formal ownership/hedging/clawback policies reinforcing alignment. Concentrated shareholder ownership and prior subsidiary receivership are contextual risk factors to monitor alongside ongoing diversity initiatives.