R. Daniel Peed
About R. Daniel Peed
R. Daniel Peed, age 62, is Executive Chairman of the Board at American Coastal Insurance Corporation (ACIC), and served as Chief Executive Officer from July 2020 to February 11, 2025; he has been a director since April 2017. He holds a B.S. in petroleum engineering from Texas A&M University and an MBA (insurance concentration) from the University of North Texas, with professional designations including CPCU, Associate in Reinsurance, and Professional Engineer in Fire Protection . He is not an independent director and sets agendas and presides over Board meetings in his Executive Chairman capacity . Attendance was full in 2024: the Board held five meetings and “each of our directors attended all meetings of the Board and Board committees on which they served” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACIC | Executive Chairman; CEO; Director | Executive Chairman since Feb 2025; CEO Jul 2020–Feb 2025; Director since Apr 2017 | Board leadership; sets agendas and presides over meetings |
| American Coastal Insurance Company (AmCoastal) | Director | 2007–2024 | Subsidiary board experience in specialty commercial lines |
| AmRisc, LLC (formerly CRC Insurance Services, Inc.) | President & CEO; Non-Executive Vice Chairman | President & CEO 2000–2018; Non-Exec Vice Chair Dec 2018–Dec 2019 | MGA leadership in E&S property; underwriting expertise |
| SOREMA North America Reinsurance Company; Fulcrum Insurance | Senior Vice President | 1991–2000 | Reinsurance and underwriting exposure |
| Factory Mutual Engineering Association | Supervisor | 1985–1991 | Engineering and risk management foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AmRisc, LLC | Non-Executive Vice Chairman | 2018–2019 | MGA to AmCoastal; industry network relevance |
| AmCoastal (subsidiary of ACIC post-merger) | Director | 2007–2024 | Continuity from pre-merger to integration |
Board Governance
- Board leadership: Executive Chairman (Peed) and Lead Independent Director (Alec L. Poitevint II). Lead Independent Director leads executive sessions of independent directors .
- Independence: Committees are fully independent under Nasdaq rules; Peed is not listed among independent directors .
- Attendance: Board met 5 times in 2024; all directors met full attendance. Audit met 11 times; Compensation met 4; Nominating met 4; Investment met 11 .
- Committee structure and chairs:
- Audit: Sherrill W. Hudson (Chair; financial expert), members Kern M. Davis and Patrick F. Maroney .
- Compensation & Benefits: Kent G. Whittemore (Chair), members Sherrill W. Hudson and Alec L. Poitevint II .
- Nominating & Corporate Governance: Kern M. Davis (Chair), members Michael R. Hogan and Kent G. Whittemore .
- Investment: Alec L. Poitevint II (Chair), members William H. Hood III and Patrick F. Maroney .
- Risk oversight: Audit oversees risk assessment and compliance; Compensation reviews incentive risk; Nominating handles CEO succession; Investment oversees credit, capital structure, investment risk .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $75,000 | Standard director cash compensation |
| Chairman of the Board retainer (cash) | $75,000 | Additional retainer for Board Chair |
| Restricted stock grant (5,000 shares) | $61,150 grant date fair value | Granted May 14, 2024; vests on Annual Meeting date |
| Total 2024 director compensation | $211,150 | Fees + stock |
- Program levels: Base director retainer $75,000; Chairman $75,000; Chairman Emeritus $50,000; Audit Chair $20,000; Compensation Chair $12,500; Nominating Chair $10,000; Investment Chair $10,000 .
- Employment agreement: No employment agreement with Peed; he declined CEO salary and incentives in 2024, receiving only director compensation .
Performance Compensation
- Director equity: 5,000 restricted shares time-vested; no disclosed PSUs/options for Peed as director .
- Executive plan design (context for pay-for-performance):
- Annual Incentive Plan (AIP) metrics and weights (applies to NEOs other than Peed in 2024):
Performance Metric Weighting Threshold (50%) Target (100%) Maximum (150%) Combined Ratio 35% 85% 75% 65% Core income after-tax ROE 35% 10% 20% 30% Qualitative performance 30% — 100% — (discretion) - 2024 outcomes for AIP: Combined ratio ~67.5% (7.5% better than target); Core ROE 37.4% above target; qualitative at 100% of target; Peed had $0 AIP by choice .
- Long-Term Incentive Plan PSUs: Metric is GAAP ROAE vs peer group; tranches vest at 50–150% based on performance each year; 2024 performance resulted in maximum 150% vesting for applicable PSU tranches (context for NEOs, not Peed) .
- Annual Incentive Plan (AIP) metrics and weights (applies to NEOs other than Peed in 2024):
Other Directorships & Interlocks
| Entity / Agreement | Provision | Potential Interlock / Control Consideration |
|---|---|---|
| Stockholders Agreement (2017 M&A) | Peed may designate up to 3 Board nominees while ≥15% owned; standstill; transfer/voting restrictions including a cap on discretionary voting at 25% until the earlier of 5 years post-closing or <25% ownership; excess shares voted pro rata with other holders during that period | Significant influence over Board composition; mitigations via standstill and voting cap structure |
| RDX Holding/AmCo Mergers | Issued 20,956,355 ACIC shares; Peed and affiliates received consideration; Peed’s approximate merger consideration $237,556,318 | Large resulting ownership; potential perceived conflicts from related party merger consideration (historical) |
| AmRisc / AmCoastal roles | Prior leadership/board ties to ACIC’s MGA and subsidiary | Industry interlocks, expertise alignment |
Expertise & Qualifications
- Insurance leadership: Former President/CEO of AmRisc; Non-Executive Vice Chair; extensive MGA and E&S property expertise .
- Technical credentials: CPCU; Associate in Reinsurance; Professional Engineer (Fire Protection) .
- Education: B.S. petroleum engineering (Texas A&M); MBA in insurance (University of North Texas) .
- Governance: Long-serving director at ACIC and AmCoastal; Executive Chair experience .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| R. Daniel Peed | 17,323,330 | 35.9% | Includes 1,971,936 direct; 11,876,563 via Peed FLP1, Ltd. LLP; 3,469,831 by Leah Anneberg Peed over which he has voting power |
| Leah Anneberg Peed | 3,469,831 | 7.2% | Separate >5% holder; Peed has voting power; also shown separately in >5% table |
| Shares outstanding | 48,308,466 | — | As of March 20, 2025 |
- Ownership guidelines: Non-employee directors must hold 4× annual cash retainer; CEO 5× salary; unvested time-based RSUs count; PSUs and pledged shares do not count .
- Anti-hedging/clawback: Anti-hedging policy adopted July 31, 2019; clawback policy updated Nov 20, 2024 for Section 16 officers tied to restatements/performance revisions .
Insider Equity Activity
| Type | Quantity | Value | Date/Notes |
|---|---|---|---|
| Restricted stock vested | 5,000 shares | $59,000 | 2024 vest; director grant |
- Section 16 compliance: Company reports all insiders largely timely; listed delinquencies in 2024 did not include Peed .
Fixed vs Equity Mix (2024)
| Component | Amount | Mix |
|---|---|---|
| Cash (director + chair retainers) | $150,000 | 71% |
| Equity (restricted stock grant) | $61,150 | 29% |
| Total | $211,150 | 100% |
Board Governance – Meetings & Independence
| Body | 2024 Meetings | Independence |
|---|---|---|
| Board | 5 | Peed not independent; all committee members independent |
| Audit Committee | 11 | All members independent; Hudson is financial expert |
| Compensation & Benefits Committee | 4 | All members independent |
| Nominating & Corporate Governance Committee | 4 | All members independent |
| Investment Committee | 11 | All members independent |
Governance Assessment
- Independence and control: Peed is Executive Chairman and served as CEO until February 2025, and is not independent; his large stake (35.9%) and Stockholders Agreement rights to nominate directors signal substantial influence, though mitigated historically by standstill and voting cap constructs .
- Alignment: Significant skin-in-the-game via beneficial ownership; director pay mix leans cash with meaningful equity grants, plus anti-hedging and clawback policies supporting investor alignment .
- Attendance and committee integrity: Full attendance in 2024; all key committees are independent and chaired by independent directors, with clear charters and active meeting cadence (Audit 11; Investment 11) .
- Conflicts and related-party exposure: Historical related party transactions tied to the 2017 AmCo merger and associated Stockholders Agreement should be monitored for ongoing influence; no new related-party transactions since Jan 1, 2024 disclosed .
- Risk indicators: ACIC disclosed that subsidiary UPC entered receivership in Feb 2023 due to Hurricane Ian; all directors served on UPC’s board—a governance overhang to monitor for risk oversight efficacy .
- Say-on-pay signal: Past say-on-pay support of ~98% in 2022 indicates investor approval of compensation design; next advisory occurred in 2025 per triennial cadence .
RED FLAGS: Non-independence with Executive Chairman role; concentrated ownership and board nomination rights; legacy receivership of UPC; historic related-party merger consideration (monitor influence dynamics and committee independence) .