Sherrill W. Hudson
About Sherrill W. Hudson
Sherrill W. Hudson, age 82, is an independent Class B director at American Coastal Insurance Corporation (ACIC) since May 2013; he is designated as the Audit Committee’s financial expert and has a deep audit and financial reporting background from 37+ years at Deloitte & Touche LLP and chair roles at TECO Energy . He attended 100% of Board and committee meetings in 2024, reflecting strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TECO Energy | Chairman & CEO; Executive Chairman; Non-Executive Chairman | Chairman & CEO: Jul 2004–Aug 2010; Executive Chairman: Aug 2010–Dec 2012; Non-Exec Chair: Jan 2013–Jul 2016 | Board leadership across multiple phases |
| Deloitte & Touche LLP | Audit/financial advisory partner; retired | 37+ years; retired Aug 2002 | Led audit/financial reporting; CPA expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lennar Corporation | Director | Current | Ongoing board service |
| Publix Super Markets | Director | Jan 2003–Apr 2015 | Prior public company board |
| CBIZ, Inc. | Director | Feb 2015–May 2023 | Prior public company board |
| NACD Florida Chapter | Board member & Chairman; Chairman Emeritus | Chairman until Jun 2020; Chairman Emeritus thereafter | Governance leadership role |
Board Governance
- Independence: Hudson is independent under Nasdaq rules; serves as Audit Committee Chair and Compensation & Benefits Committee member .
- Committee meetings and leadership: Audit Committee met 11 times in 2024 (Hudson as Chair); Compensation & Benefits met 4 times in 2024 .
- Attendance: Board held five meetings in 2024; every director attended all Board and applicable committee meetings for periods served .
- Financial expertise: Board determined Hudson is the Audit Committee financial expert .
Fixed Compensation
Director cash and equity compensation (oldest → newest):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 95,000 | 95,000 |
| Stock Awards – Grant-Date Fair Value ($) | 26,250 (5,000 shares; grant 6/2/2023; vest at Annual Meeting) | 61,150 (5,000 shares; grant 5/14/2024; vest at Annual Meeting) |
| Total Compensation ($) | 121,250 | 156,150 |
Notes: Standard director program includes annual base retainer of $75,000 (cash) and 5,000 restricted shares; Audit Chair additional $20,000; other committee chair retainers vary (Comp Chair $12,500) .
Performance Compensation
Directors do not receive performance-based equity; grants are time-vested restricted stock. Grant specifics for Hudson:
| Grant Year | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2023 | Jun 2, 2023 | 5,000 | 26,250 | Vest on Annual Meeting date (May 14, 2024) |
| 2024 | May 14, 2024 | 5,000 | 61,150 | Vest on Annual Meeting date (May 19, 2025) |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None disclosed for 2024; Hudson served on ACIC’s Compensation & Benefits Committee (with Whittemore and Poitevint) .
- Related-party transactions: No related person transactions since Jan 1, 2024, other than historical 2017 AmCo merger affecting other insiders; none referenced for Hudson .
Expertise & Qualifications
- Audit and financial reporting expertise; designated Audit Committee financial expert .
- CPA recognition: Florida Institute of Certified Public Accountants named him 2006 Outstanding CPA in Business & Industry .
- Education: B.A., cum laude, Ashland University (1965) .
- Senior leadership experience: Multiple chair roles at TECO; extensive Deloitte tenure .
Equity Ownership
Beneficial ownership of ACIC common shares (oldest → newest):
| As-of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Mar 18, 2024 | 183,403 | <1% |
| Mar 20, 2025 | 188,403 | <1% |
Policies:
- Stock ownership guidelines: Non-employee directors must hold 4x annual cash retainer; eligible securities include directly held stock and certain unvested RS/RSUs; pledged securities and unearned PSUs/options do not count .
- Anti-hedging policy prohibits hedging by directors; clawback policy updated Nov 20, 2024 to incorporate the amended 2020 Omnibus Plan .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay results: For 32,203,753; Against 175,186; Abstained 28,825; Broker Non-Votes 8,991,388 .
- 2025 Say-on-Frequency results: 3 Years received 20,653,310 votes (One Year: 11,635,783; Two Years: 79,080; Abstained: 39,591; Broker Non-Votes: 8,991,388) .
- Prior advisory vote cadence: Triennial say-on-pay noted in proxy framework .
Governance Assessment
- Engagement and oversight: Hudson chaired an active Audit Committee (11 meetings in 2024) and served on Compensation, with full attendance, supporting effective board oversight of financial reporting and pay practices .
- Independence and qualifications: Independent director under Nasdaq rules and designated financial expert, aligning with best-practice audit governance .
- Ownership alignment: Beneficial ownership grew to 188,403 shares as of Mar 20, 2025; director equity grants vest at annual meeting, and board-level ownership guidelines require meaningful holdings (4x annual retainer) which enhance alignment; compliance status not disclosed .
- Potential conflicts/red flags: No compensation committee interlocks; no related-person transactions in 2024–2025; anti-hedging and clawback policies in place. Board-level diversity remains a stated area for improvement, though not specific to Hudson .
Committee Assignments, Chair Roles, and Attendance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 11 | Financial expert designation |
| Compensation & Benefits | Member | 4 | Independent membership |
| Board | Director | 5 Board meetings; 100% attendance | Class B director since 2013 |
Director Compensation Program Details
- Cash: Annual base retainer $75,000; Audit Chair $20,000 (Hudson); other chair retainers vary (e.g., Compensation Chair $12,500) .
- Equity: Annual restricted stock award of 5,000 shares; vesting on the Annual Meeting date (e.g., grants 6/2/2023 and 5/14/2024) .
- Total 2024 Hudson director comp: $95,000 cash; $61,150 grant-date fair value stock award; total $156,150 .
- Total 2023 Hudson director comp: $95,000 cash; $26,250 grant-date fair value stock award; total $121,250 .