Michael R. Hogan
About Michael R. Hogan
Michael R. Hogan (age 75) has served as an independent director of American Coastal Insurance Corporation (ACIC) since April 2017, following service on the board of American Coastal Insurance Company (AmCoastal) from 2015 to 2024. He has over 45 years’ experience as an independent insurance agent, specializing in wind, flood and earthquake insurance, as President and owner of Puckett, Sheets, and Hogan Insurance; he earned a B.A. in business and economics from Furman University in 1972 and received a national Best Practices Award in 2006. He previously served on the national agency advisory board of The Travelers Insurance Company (1994–1999) and on the board of The South Financial Corporation (2003–2008) . He is a Class A director with the current term expiring at the 2025 annual meeting, and is nominated for re‑election to serve until 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puckett, Sheets, and Hogan Insurance | President & Owner (Independent Insurance Agent) | 45+ years | National Best Practices Award (2006) |
| American Coastal Insurance Company (AmCoastal) | Director | 2015–2024 | Board service during subsidiary era |
| The Travelers Insurance Company | National Agency Advisory Board member | 1994–1999 | National agency advisory oversight |
| The South Financial Corporation | Director | 2003–2008 | Public company board experience |
External Roles
- No current public-company directorships disclosed beyond ACIC. Prior public and advisory roles detailed above .
Board Governance
- Independence: ACIC identifies Hogan as an “independent” director under Nasdaq standards .
- Committee assignments (2024): Nominating & Corporate Governance Committee (member); committee independence affirmed .
- Board and committee attendance: The Board met five times in 2024, and “each of our directors attended all meetings of the Board and Board committees on which they served” (100% attendance). The Nominating & Corporate Governance Committee met four times in 2024 .
- Board structure: Executive Chairman (R. Daniel Peed). Lead Director (Alec L. Poitevint II) leads executive sessions of independent directors .
- Director class/tenure: Class A; director since 2017; current term expires 2025; nominated to serve through the 2027 annual meeting .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non‑employee director retainer |
| Committee chair fees | $0 | Hogan not a chair; chair fees are $20k (Audit), $12.5k (Comp), $10k (Nominating/Investment) |
| Meeting fees | $0 | Not part of ACIC’s director program |
| Total cash (2024) | $75,000 |
Performance Compensation
| Equity Award (2024) | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock | May 14, 2024 | 5,000 | $61,150 | Vests on the 2025 Annual Meeting date (May 19, 2025) |
- ACIC’s 2024 director program provided an annual grant of 5,000 restricted shares for each director; awards are time‑vested (not performance‑conditioned). No options or PSUs disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Notes |
|---|---|---|---|
| The South Financial Corporation | Director | 2003–2008 | Prior public-company board |
| The Travelers Insurance Company | National Agency Advisory Board | 1994–1999 | Advisory role at major insurer |
| AmCoastal (subsidiary) | Director | 2015–2024 | ACIC subsidiary board service |
- Compensation Committee Interlocks: ACIC disclosed no interlocks among members of its Compensation & Benefits Committee in 2024; not specific to Hogan but relevant to board governance .
Expertise & Qualifications
- Insurance underwriting and agency expertise in wind, flood, earthquake lines; broad management experience as agency owner .
- Public company board experience (The South Financial Corporation), and advisory contributions at Travelers .
- Academic credentials: B.A. in business and economics (Furman University, 1972) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael R. Hogan | 356,754 | <1% (as denoted by proxy “*”) | Included in directors’ and officers’ group ownership table |
- Shares outstanding at record date: 48,308,466 (for % calculations context; proxy denotes Hogan at “<1%”) .
- Ownership guidelines: Non‑employee directors must hold 4x annual cash retainer; covered individuals as of Aug 1, 2019 had until Dec 31, 2024 to comply; those elected within 12 months preceding Aug 1, 2019 have until Dec 31, 2025; later entrants have five years from election. Eligible securities exclude options and unearned performance units; pledged securities are ineligible for guidelines compliance .
- Anti‑hedging policy: Prohibits hedging transactions for directors, officers, employees .
- Clawback policy: Updated Nov 20, 2024 for Section 16 officers under the Amended & Restated 2020 Omnibus Incentive Plan; applicable to incentive compensation (executive policy context) .
Governance Assessment
- Independence and committee work: Hogan is an independent director and active member of the Nominating & Corporate Governance Committee—central to board composition, independence reviews, CEO succession oversight, and board self‑evaluations .
- Attendance/engagement: 100% attendance across Board and relevant committees in 2024; Board met five times; Nominating & Corporate Governance met four times, indicating strong engagement .
- Pay alignment: Modest cash retainer ($75k) and time‑vested equity grant (5,000 shares) that vests at the annual meeting align director incentives with shareholder outcomes; no meeting fees or option awards for directors in 2024 .
- Ownership alignment: Hogan beneficially owns 356,754 shares (<1%); stock ownership guidelines require meaningful director holdings (4x retainer), and ACIC prohibits hedging; pledging is not counted toward compliance (no pledging disclosed for Hogan) .
- Related‑party/Conflicts: Historic related‑party linkage via 2017 AmCo acquisition—Hogan and others received ACIC shares as merger consideration (approximate value to Hogan $625,317). ACIC notes no related person transactions since Jan 1, 2024 other than this historical merger disclosure; the Stockholders Agreement imposes governance safeguards on controlling shareholder voting/transfer, limiting discretionary voting above 25% and implementing standstill provisions (mitigates concentrated control risks) .
- Shareholder sentiment: Prior say‑on‑pay support was ~98% in 2022; frequency set to a three‑year cycle; signals broader investor confidence in ACIC’s governance/comp program framework (executive context, not specific to directors) .
RED FLAGS
- Historic related‑party transaction: Receipt of merger consideration in 2017 introduces potential perception of legacy interlocks; however, ACIC discloses governance controls and no new related person transactions since Jan 1, 2024 .
- Board diversity aspiration gap: ACIC acknowledges board composition does not fully reflect desired diversity—ongoing effort noted (monitor for progress) .
Positive Signals
- Independent status, full attendance, and stewardship on Nominating & Corporate Governance indicate strong governance posture .
- Pay mix emphasizes alignment (restricted stock; no option grants for directors in 2024) and anti‑hedging policy improves investor confidence .
- Ownership guidelines impose meaningful “skin in the game” requirements for directors .
Appendix: ACIC Board & Committee Reference
- Nominating & Corporate Governance Committee: Davis (Chair), Hogan, Whittemore; met 4 times in 2024; oversees board independence, memberships, self‑evaluations, CEO succession, and governance risk .
- Board structure: Executive Chairman (Peed); Lead Director (Poitevint II) leads executive sessions of independent directors .
- Board meetings held: 5 in 2024; all directors fully attended .