Patrick F. Maroney
About Patrick F. Maroney
Independent director since April 2017; age 75 as of the 2025 proxy. Former professor of Risk Management and Insurance at Florida State University (1981–2013), Director of the Florida Catastrophic Storm Risk Management Center (2008–2013), and holds a B.S. in risk management and insurance (FSU) and a J.D. (University of Florida). Brings insurance law expertise and deep industry management experience; previously served on the board of American Coastal Insurance Company (AmCoastal) beginning October 2015 and on the Board of the Academy of the National Alliance for Insurance Education and Research (2013–Feb 2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Florida State University (College of Business) | Professor, Department of Risk Management & Insurance; Professor Emeritus | 1981–2013; emeritus since 2013 | Insurance education and research leadership |
| Florida Catastrophic Storm Risk Management Center | Director | 2008–2013 | Led catastrophe risk management research/programs |
| Academy of the National Alliance for Insurance Education & Research | Board Member | 2013–Feb 2019 | Governance oversight for industry education |
| AmCoastal (subsidiary of ACIC) | Director | Oct 2015 onward (historical service noted) | Property insurance oversight experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Academy of the National Alliance for Insurance Education & Research | Board Member | 2013–Feb 2019 |
Board Governance
- Independence: Listed among independent directors under Nasdaq rules; independent for Audit and Investment committees .
- Committee assignments: Member, Audit Committee (Hudson, Chair; Davis; Maroney) ; Member, Investment Committee (Poitevint, Chair; Hood; Maroney) .
- Attendance and engagement: Board held five meetings in 2024; each director attended all Board and committee meetings during 2024 . Audit Committee and Investment Committee each met 11 times in 2024; Nominating & Corporate Governance and Compensation & Benefits met 4 times each .
- Audit oversight: Signed the 2024 Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10‑K (Hudson, Chairman; Maroney; Davis) .
- Term and tenure: Current term (Class B) continues until the 2026 annual meeting; director since 2017 .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair Fees | Meeting Fees | Total Cash | Notes |
|---|---|---|---|---|---|
| 2024 | $75,000 | None (not a chair) | None disclosed | $75,000 | Program includes $75k cash for each non-employee director |
| 2023 | $75,000 | None (not a chair) | None disclosed | $75,000 | Program includes $75k cash for each non-employee director |
Performance Compensation
| Year | Grant Date | Instrument | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 | May 14, 2024 | Restricted stock | 5,000 | $61,150 | Vests on date of the 2025 Annual Meeting |
| 2023 | June 2, 2023 | Restricted stock | 5,000 | $26,250 | Vests on date of the 2024 Annual Meeting |
- No director options, PSUs, strike prices, or performance-linked metrics are disclosed for directors; program is cash retainer plus time-vested restricted stock .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee Roles |
|---|---|---|---|
| Academy of the National Alliance for Insurance Education & Research | Non-profit | Director | Not disclosed |
- No current public company directorships disclosed; committee interlocks for Compensation Committee show independent members (Whittemore, Hudson, Poitevint) and no insider participation; Maroney is not on Compensation .
Expertise & Qualifications
- Insurance law and catastrophe risk expertise; prior leadership of catastrophe risk center .
- Academic background: B.S. in risk management & insurance (FSU); J.D. (Univ. of Florida) .
- Industry experience supports Audit and Investment Committee work; Audit Committee financial expert designation is assigned to Hudson (not Maroney) .
Equity Ownership
| As-Of Date | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| March 20, 2025 | 93,500 | <1% | 48,308,466 shares outstanding |
| March 18, 2024 | 85,000 | <1% | 47,799,465 shares outstanding |
- Ownership guidelines for non-employee directors: 4x annual cash retainer; individual compliance status not disclosed .
Insider Trades
| Date | Filing | Description | Notes |
|---|---|---|---|
| Dec 17, 2024 | Form 4 | One transaction reported | Filing noted as late in Delinquent Section 16(a) Reports |
Governance Assessment
- Board effectiveness: Strong engagement with 100% attendance in 2024 and heavy committee workload (Audit and Investment each met 11x), with Maroney an active member and signatory to the Audit Committee Report—supportive of investor confidence in financial oversight .
- Alignment: Director pay mix is balanced with cash retainer and annual equity grants vesting at the next annual meeting, which promotes ongoing alignment without short-term performance gaming; no options or PSUs for directors disclosed .
- Independence and conflicts: Maroney is classified independent and serves only on independent committees; the company reports no Item 404 related party transactions since Jan 1, 2024 other than historical 2017 AmCo merger/Stockholders Agreement with Peed (not involving Maroney) .
- Ownership: Beneficial ownership is modest (<1%); no pledging disclosed; board-wide ownership guidelines require 4x retainer for directors, but individual compliance status is not provided .
RED FLAGS
- Minor compliance lapse: one late Form 4 filing for Maroney in Dec 2024 (one transaction) .
- Reputational risk context: UPC (subsidiary) receivership (Feb 27, 2023) due to Hurricane Ian losses; all ACIC directors, including Maroney, were directors of UPC—heightens need to scrutinize risk governance, though not a related-party issue per Item 404 disclosures .
- Board diversity shortfall noted by the company (broader board issue, not Maroney-specific), with ongoing commitment to improvement .
Director Compensation Summary (Maroney)
| Year | Cash Fees | Equity Award (Shares) | Equity Fair Value | Total |
|---|---|---|---|---|
| 2024 | $75,000 | 5,000 | $61,150 | $136,150 |
| 2023 | $75,000 | 5,000 | $26,250 | $101,250 |
Committee Snapshot (Maroney)
| Committee | Role | Independence Status | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Independent | 11 |
| Investment | Member | Independent | 11 |
Policy & Procedural Safeguards Relevant to Governance
- Related Party Transaction Policy & Procedure with Audit Committee approval/ratification requirements; if a director has an interest, they do not participate in the evaluation .
- Stock Ownership Guidelines: Directors targeted at 4x annual cash retainer .
- Insider Trading Policy adopted and filed as a 10‑K exhibit for FY 2024 .